Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Borrower shall have the right to request increases Borrowers or any Guarantor organized in the aggregate amount of the Revolving Commitments United States or the making of incremental term loans hereunder Canada (“Incremental Term Loans”, and any such increase Guarantor, for so long as loans or commitments remain outstanding under the applicable Incremental Term LoansFacility, an “Incremental FacilityAdditional Borrower”) may, by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility request the aggregate amount establishment of the sum one or more new tranches of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 term facilities denominated in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day fundsDollars, an amount equal Alternative Currency or any other currency agreed to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the applicable Borrower, the Administrative Agent and any Lender the Lenders providing such New Term Loan Facility (each, a “New Term Loan Facility”) 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 (together with any New Term Loan Facility, which supplement may include such amendments an “Incremental Term Facility” and, any Loans made pursuant to this agreement as an Incremental Term Facility, “Incremental Term Loans”) and/or request the Administrative Agent deems reasonably necessary establishment of one or appropriate to implement such more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Facility contemplated by this Section 2.17.Revolving Credit Facility” and, together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or any Incremental Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable“Incremental Facilities” and, in the amount of such loans thereunder, “Incremental Revolving Lender’s Revolving Commitment or aggregate Credit Loans” and, together with any Incremental Term Loans at the time of the effectiveness of the applicable Loans, “Incremental Facility. In connection with Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the Borrower have any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) obligation to approach any existing Lenders to provide any Incremental Facility, in the case of any Lender that is organized under the laws of a jurisdiction outside an aggregate amount not in excess of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.sum of

Incremental Facilities. The Borrower (a) At any time during the period from and after the Closing Date through but excluding the date that is the three-year anniversary of the Closing Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall have be in an amount of at least $10,000,000 and integral multiples of $500,000 in excess thereof. In no event may the right Revolver Commitments and the Maximum Revolver Amount be increased pursuant to request increases this Section 2.14 on more than three 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 Revolving Increases to the Revolver Commitments exceed $50,000,000. (b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers have obtained the making commitment of incremental term loans hereunder one or more Lenders (“Incremental Term Loans”, or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such increase Lenders (or Incremental Term Loansprospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Incremental FacilityIncrease Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board, and (iv) The interest rate margins with respect to the Revolving Loans to be made pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable to Revolving Loans hereunder immediately prior to the applicable date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount (the “Increase Date”). (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) by providing written notice shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Administrative AgentIncrease Date (the “Post-Increase Revolver Lenders”), which notice and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be irrevocable once given; providednecessary in order that, however, that after giving effect to any all such Incremental Facility the aggregate amount assignments and purchases, such Revolving Loans and participation interests in Letters of the sum of the 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 increased Revolver Commitments. (e) The Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) , Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall not exceed $650,000,000. The allocation of any increase between the constitute Revolving Commitments Loans, Revolver Commitments, and Incremental Term Loans Maximum Revolver Amount under, and shall be made at entitled to all the time Borrower requests such increasebenefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 Borrowers shall take any actions reasonably required by Agent to ensure and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with demonstrate that the Borrower, shall manage all aspects of Liens and security interests granted by the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders Loan Documents continue to be approached with respect to such increase perfected under the Code or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and otherwise after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment establishment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment new Revolver Commitments and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17Maximum Revolver Amount., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Borrower shall have may on one or more occasions, by written notice to the right to Agent, request increases in the establishment, during the Availability Period, of Incremental Commitments; provided that the aggregate amount of all the Revolving Incremental Commitments or the making of incremental term loans established hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation 25,000,000 during the term of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increasethis Agreement. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Facility must Commitments shall be an aggregate minimum effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Agent) after the date on which such notice is delivered to the Agent, and (B) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangersthe Incremental Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects of the syndication of to provide such Incremental FacilitiesCommitment and (y) any Person that the Borrower proposes to become an Incremental Lender, including decisions as to the selection of the existing Lenders and/or other banksif such Person is not then a Lender, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee andand must be approved by the Agent, which approval shall not be unreasonably withheld or delayed). (b) The terms and conditions of any Incremental Commitment and the Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and the Revolving Loans and other extensions of credit made thereunder; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Commitments or Revolving Loans and other extensions of credit made thereunder, such new increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Commitments or Revolving Loans and other extensions of credit made thereunder, as the case may be. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank providing such Incremental Commitments and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender Agent; provided that no Incremental Commitments shall become effective unless (i) on the date it becomes a Lender hereunder of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and including after giving effect to the increase making of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans thereunder to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payabledate), if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred and be in existence continuing, (ii) on the effective date of effectiveness thereof and after giving effect to the making of Revolving Loans thereunder to be made on such increasedate, (y) the representations and warranties made or deemed made by of the Borrower and any other set forth in the Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a representation or warranty qualified by materiality or Material Adverse Effectprior date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier prior date, (iii) [reserved], (iv) the Borrower shall make any payments required to be made pursuant to Section 2.13 in connection with such Incremental Commitments and the related transactions under this Section, and (v) the Borrower shall have delivered to the Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Revolving Lender” and a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Revolving Lenders and Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Revolving Lenders and Lenders hereunder and under the other Loan Documents, and (ii) (A) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Revolving Exposures and the Applicable Percentages of all the Revolving Lenders shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental Commitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the Revolving Loans (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage of the Revolving Loans (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Incremental Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Incremental Commitments shall pay to Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage of the Revolving Loans (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Agent receives the funds specified in clauses (ii) and (iii) above, the Agent shall pay to each Revolving Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Revolving Lender’s Applicable Percentage of the Revolving Loans (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage of the Revolving Loans (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Incremental Commitments, the Borrower shall be deemed to have received new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Commitments), and (zvii) the Administrative Agent Borrower shall have received pay each Revolving Lender any and all accrued but unpaid interest on its Revolving Loans comprising the Existing Revolving Borrowings. The deemed payments of the following, in form and substance satisfactory Existing Revolving Borrowings made pursuant to the Administrative Agent: clause (i) if not previously delivered above shall be subject to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken compensation by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel pursuant to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facilityprovisions of Section 2.13, as applicable, in if the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time date of the effectiveness of such Incremental Commitments occurs other than on the applicable Incremental Facility. In connection with last day of the Interest Period relating thereto. (f) The Agent shall notify the Lenders promptly upon receipt by the Agent of any notice from the Borrower referred to in Section 2.18(a) and of the effectiveness of any Incremental FacilityCommitments, any Lender becoming a party hereto shall (1) execute such documents and agreements as in each case advising the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside Lenders of the United States details thereof and of America, provide the Applicable Percentages of the Lenders after giving effect thereto and of the assignments required to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent made pursuant to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActSection 2.18(e).

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”Borrowers may, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent on one occasion, request Incremental Revolving Loan Commitments in an amount not to exceed $15,000,000 in the aggregate from one or more Incremental Revolving Lenders, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable to the Agent (which acceptance shall not unreasonably withheld or delayed), the Borrower Representative and the Issuer. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility set forth (i) the aggregate amount of the sum of Incremental Revolving Loan Commitments being requested (which shall be a minimum amount $10,000,000), and (ii) the Revolving Commitments plus the principal amount of Term Loans (including any date on which such Incremental Term Loans) Revolving Loan Commitments are requested to become effective (which shall not exceed $650,000,000be less than 10 Business Days nor more than 30 days after the date of such notice). The allocation Borrowers will first seek Incremental Revolving Loan Commitments from existing Lenders (each of any increase between the Revolving Commitments and Incremental Term Loans which shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 entitled to agree or decline to participate in excess thereof. The Arrangersits sole discretion) and, in consultation with the Borrowerif additional commitments are needed, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other from additional banks, financial institutions and other institutional lenders who will become Incremental Revolving Lenders in connection therewith. The Borrowers and each Incremental Revolving Lender shall execute and deliver to the Agent an Incremental Revolving Loan Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Incremental Revolving Loan Commitment of each such Person. The terms and provisions of such Incremental Revolving Credit Commitments and Revolving Loans made under such Incremental Revolving Credit Commitments shall be approached with respect identical to such increase or those of the existing Revolving Loans. (b) The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Revolving Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Credit Commitment and Incremental Revolving Loans evidenced thereby, and the allocations thereof among such existing Lenders and/or other banks, financial institutions Agent and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to the Borrowers may revise this Agreement in connection with any to evidence such requested increase must be an Eligible Assignee andamendments. (c) Notwithstanding the foregoing, if such new Lender is assuming no Incremental Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to Credit Commitment shall become effective under this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall Section 2.9 unless (i) on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenderseffectiveness, the conditions set forth in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that 5.2 have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment satisfied and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by an Authorized Officer of the followingBorrowers, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the BorrowerAgent shall have received legal opinions, the Administrative Agent board resolutions and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as other closing certificates reasonably requested by the Administrative Agent; Agent and consistent with those delivered on the Closing Date under Section 5.1. (ivd) new or replacement Revolving Notes or Term Notes executed by Each of the Borrower, payable to any Lenders participating in such Incremental Facility, as applicableparties hereto hereby agrees that the Agent may, in consultation with the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Borrowers, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the applicable each Incremental Facility. In connection with any Revolving Loan Commitment, (i) Revolving Loans made under such Incremental Facility, any Lender becoming Revolving Credit Commitment are included in each Borrowing of outstanding Revolving Loans on a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request pro rata basis and (2ii) the Lender providing each Incremental Revolving Credit Commitment shares ratably in accordance with its Percentage in the case aggregate Revolving Loans, Swing Loans and Letter of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActCredit Outstandings then outstanding.

Incremental Facilities. (a) The Parent Borrower shall have may, by written notice to the right Administrative Agent at any time, on one or more occasions, request to request increases in (i) add one or more new Classes of term facilities and/or increase the aggregate principal amount of the Revolving Commitments any Class of Term Loans, any Incremental Term Loans or the making of incremental 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 hereunder (made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) increase the principal amount of any Class of Revolving Commitments, and any Incremental Revolving Commitments or any Specified Refinancing Revolving Commitments and/or add one or more new Classes of incremental revolving facilities (any such increase new Class or increase, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate amount not to exceed the Incremental Amount. Such notice shall set forth (i) the amount of the Incremental Term Loans and/or Incremental Revolving Commitments being requested (which shall be (x) in an aggregate principal amount of not less than $10,000,000, and $5,000,000 increments in excess thereof or (y) equal to the remaining Incremental Amount), (ii) the applicable Borrower and (iii) the date, which shall be a Business Day, on which such Incremental Term Loans are requested to be made and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”) pursuant to an Incremental Facility Activation Notice. Any Incremental Revolving Facility may provide for the ability to permanently repay and terminate incremental revolving commitments on a pro rata basis or less than a pro rata basis (but not greater than pro rata basis) with the Revolving Facility. (b) Incremental Loans may be provided by any existing Lender (it being understood each existing Lender shall have no obligation to participate in any Incremental Facility), or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such Additional Lender’s providing such Incremental Facility”Facilities if such consent would be required under Section 10.04(b) by for an assignment of Loans to such Additional Lender. (c) The creation or provision of any Incremental Facility or Incremental Loan shall not require the approval of any existing Lender other than any existing Lender providing written notice all or part of any Incremental Facility or Incremental Loan. (d) The applicable Borrower and each Lender or Additional Lender providing a portion of the Incremental Facilities shall execute and deliver to the Administrative Agent, which notice Agent an Incremental Facility Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Facilities of such Lender or Additional Lender. The applicable Borrower and each Lender or Additional Lender providing a portion of the Incremental Facilities shall determine the terms of the Incremental Term Loans and/or Incremental Revolving Commitments to be set forth in the respective Incremental Facility Agreement; provided that: (i) the final maturity date of any Incremental Term Loan shall be irrevocable once given; provided, however, that after giving effect no earlier than the Latest Maturity Date with respect to Term Loans then outstanding, (ii) the weighted average life to maturity of any such Incremental Facility Term Loan shall be no shorter than the aggregate amount then longest remaining weighted average life to maturity of the sum then-existing Term Loans, calculated as of the Revolving Commitments plus the principal amount date of Term Loans (including any making such Incremental Term LoansLoan, (iii) such Incremental Facilities shall not exceed $650,000,000. The allocation be secured on a pari passu basis with respect to the Loans outstanding as of (or made on) the Increased Amount Date, (iv) any increase between the Revolving Commitments and mandatory prepayment (other than scheduled amortization payments) of Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 on a pro rata basis with all then-existing Term Loans (and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the other then-existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and Specified Refinancing Term Loans requiring ratable prepayment), except that the allocations thereof among applicable Borrower and the lenders in respect of such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender Incremental Term Loans shall be obligated permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro rata basis), (v) the maturity date or commitment reduction date of any Incremental Revolving Loan shall be no earlier than the Latest Maturity Date with respect to then-existing Revolving Commitments, (vi) the All-In-Yield (and the components thereof) applicable to any Incremental Facility may be determined by the applicable Borrowers and the lender or lenders providing such Incremental Facility. (vii) to the extent an Incremental Revolving Facility is structured as an additional revolving facility under this agreement and not as an increase to the existing Revolving Commitments hereunder, (x) no more than three (3) revolving facilities (including any revolving facility constituting Specified Refinancing Debt) shall be outstanding hereunder at any one time, (y) the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and any participations therein between any revolving facilities; (viii) any Incremental Term Facility shall provide for Incremental Term Loans denominated in Dollars or in any way whatsoever other currency reasonably acceptable to increase its Revolving Commitment or provide a new Revolving Commitment or the Administrative Agent and the Lenders thereunder; (ix) subject to clauses (i) and (ii) above, the amortization schedule applicable to any Incremental Term LoansFacility shall be determined by the Borrowers and lenders thereunder; and (x) no Incremental Facility will be guaranteed by any Person that is not a Loan Party. All terms and documentation (which may, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to entry into an Acceptable Intercreditor Agreement (if applicable), take the consent form of each Issuing Bank and a separate loan agreement) with respect to Incremental Facilities which are not substantially consistent with those with respect to the Swingline Lender. If a new Lender becomes a party Loans under the existing applicable Credit Facility shall be reasonably satisfactory to this Agreementthe Administrative Agent (except to the extent (i) permitted by clauses (i) through (x) above, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on (ii) applicable only to periods after the date it becomes a Lender hereunder Latest Maturity Date applicable to (or x) in the case of an any Incremental Term Facility, any then-existing Lender, increases its Revolving CommitmentTerm Facility or (y) (and as a condition thereto) purchase from in the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) case of any outstanding Incremental Revolving LoansFacility, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such any then-existing Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, Facility or (iii) in the case of any financial maintenance covenant added or modified for the benefit of any Incremental Term LoansFacility, such financial covenant is added or modified also for the benefit of (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation any Incremental Term Facility, any then-existing Term Facility or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects(y) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation any Incremental Revolving Facility, any then-existing Revolving Facility); it being understood and agreed that any Incremental Revolving Facility structured as an increase shall have the same terms as the existing Revolving Facility (other than upfront fees). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Agreement, this Agreement shall be amended as necessary or warranty qualified by materiality or Material Adverse Effectappropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be consistent with this Section 2.20. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent (not to be unreasonably withheld) but without the consent of any other Lenders, and furnished to the other parties hereto. (e) Notwithstanding the foregoing, no Incremental Term Loan may be made and no Incremental Revolving Commitment shall become effective under this Section 2.20 unless (i) subject to Section 1.03, on the date on which case such representation Loan is made or warranty of such effectiveness, the conditions set forth in Section 4.02 shall be true and correct satisfied (it being understood that all references to “the occasion of any Borrowing” in all respectsSection 4.02 shall be deemed to refer to the Increased Amount Date) on and as of such earlier date), and (zii) the Administrative Agent shall have received each legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Facility Agreement and generally consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of the following, in form and substance opinion reasonably satisfactory to the Administrative Agent: ). (if) On the date of effectiveness of any Incremental Revolving Facility, the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if not previously delivered to the any, agreed upon by Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower relevant Issuing Bank and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Parent Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice request (i) during the Revolving Availability Period, the establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments (it being agreed that the Borrower shall not be irrevocable once givenobligated to offer to any Lender the opportunity to participate in any Incremental Facility); provided, howeverthat, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal cumulative aggregate original amount of Term Loans (including all the Incremental Commitments established under this Section 2.23 and aggregate original amount of all Alternative Incremental Facility Indebtedness incurred under Section 6.01(l) shall not, on the date of effectiveness of any Incremental Commitments under this Section 2.23 or the date of issuance of any such Alternative Incremental Term Loans) shall not Facility Indebtedness, as the case may be, exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Maximum Incremental Term Loans shall be made at the time Borrower requests Amount in effect on such increasedate. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Facility must Revolving Commitments or the Incremental Term Commitments, as applicable, shall be an aggregate minimum effective, which shall be a date not less than five (5) 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 and (B) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase Revolving Commitments or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banksCommitments, financial institutions and other institutional lenders. No as applicable, being requested (it being agreed that (x) any Lender shall be obligated in approached to provide any way whatsoever to increase its Revolving Commitment or provide a new Incremental Revolving Commitment or Incremental Term LoansCommitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and (y) any new Lender becoming Person that the Borrower proposes to become an Incremental Lender, (1) if such Person is not then a party to this Agreement in connection with any such requested increase Lender, must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of Americaan Incremental Revolving Commitment, provide must be reasonably acceptable to the Administrative Agent, its nameeach Issuing Bank and the Swingline Lender (in each case, addressto the extent the Administrative Agent, tax identification number such Issuing Bank or the Swingline Lender, as the case may be, would be required to consent to an assignment to such Person in accordance with Section 9.04(b)). (b) The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be, except as otherwise set forth herein, substantially identical to those of the Revolving Commitments and Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans; provided, that, (w) the maturity date of any Incremental Revolving Commitments shall be no sooner than, but may be later than, the Revolving Maturity Date, (x) the upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Borrower and the Incremental Revolving Lenders providing such Incremental Facility, (y) all Incremental Revolving Commitments shall be secured by the Collateral on a pari passu basis with the other Loan Document Obligations and (z) no Incremental Revolving Commitments shall be secured by any property or assets of Holdings, the Borrower or any of their Subsidiaries other than the Collateral or be guaranteed by any Person other than Holdings and Subsidiaries that are Subsidiary Loan Parties. The terms and conditions of any Incremental Term Facility and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Amendment, substantially identical to those of (x) if any Term Loans then exist, such existing Term Loans or (y) if no Term Loans then exist, the Revolving Commitments and Revolving Loans (with appropriate modifications to reflect nature of such Incremental Term Facility and the Incremental Term Loans to be made thereunder as term loans); provided, that, (i) the upfront fees, interest rates, call protection, mandatory prepayments and amortization schedule applicable to any Incremental Term Facility and Incremental Term Loans shall be determined by the Borrower and the Incremental Term Lenders providing the relevant Incremental Term Commitments, (ii) except for Inside Maturity Accordion Indebtedness, the weighted average life to maturity of any such Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of existing Term Loans with the longest remaining weighted average life to maturity at such time (or, in the case of Incremental Term Loans which are Term B Loans, the weighted average life to maturity of any then-existing Class of Term B Loans with the longest remaining weighted average life to maturity at such time), (iii) except for Inside Maturity Accordion Indebtedness, any such Incremental Term Facility will mature no earlier than the Latest Maturity Date at such time (or, in the case of Incremental Term Loans which are Term B Loans, the latest maturity date then applicable to any then-existing Class of Term B Loans), (iv) the terms and conditions of any Incremental Term Facility and the Incremental Term Loans to be made thereunder shall not be materially more favorable, taken as a whole, to the lenders providing such Incremental Term Facility than (x) if any Term Loans then exist, the terms applicable to such existing Term Loans or (y) if no Term Loans then exist, the terms applicable to the Revolving Commitments and Revolving Loans (in each case as determined by Holdings in good faith), other than (A) (I) covenants or other provisions applicable only to periods after the Latest Maturity Date at such time and (II) covenants or other provisions that are also for the benefit of the Lenders in respect of the Loans and Commitments outstanding at the time such Incremental Term Facility is incurred and (B) to the extent required by the lenders providing such Incremental Term Facility, customary “most-favored-nation” protection, call protection, and mandatory prepayments, in each case, which may be applicable solely with respect to such Incremental Term Facility (it being understood that to the extent a mandatory prepayment is required in connection with the establishment of an Incremental Term Facility, such mandatory prepayment shall be applied ratably to all then-existing Term Loans; provided, that, a Financial Officer of Holdings shall have delivered a certificate to the Administrative Agent at least two (2) Business Days prior to the incurrence of such Incremental Term Facility (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a summary of the material terms and conditions of such Incremental Term Facility, stating that Holdings has determined in good faith that such material terms and conditions satisfy the requirements set forth in this clause (iv), which determination shall be conclusive, (v) in the case of any Incremental Term Loans that are Term B Loans, such Incremental Term Loans that are Term B Loans may, to the extent so provided in the applicable Incremental Facility Amendment, specify whether (x) the applicable Term B Lenders shall have any voting rights in respect of the Financial Covenant (it being agreed that if any Term B Loans are incurred at a time when a Class of Term B Loans already exists, and such subsequently incurred Term B Loans shall have such voting rights, all then outstanding Term B Loans shall also have similar voting rights) and (y) any breach of the Financial Covenant would result in a Default or Event of Default for such Term B Lenders prior to an acceleration of the Revolving Commitments and/or Revolving Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Term B Loans are incurred at a time when a Class of Term B Loans already exists, and such subsequently incurred Term B Loans shall have such a default, all then outstanding Term B Loans shall also have a similar default), (vi) all Incremental Term Facilities shall be secured by the Collateral on a pari passu basis with the other information Loan Document Obligations and (vii) no Incremental Term Facility shall be secured by any property or assets of Holdings or any of their Subsidiaries other than the Collateral or be guaranteed by any Person other than Holdings and Subsidiaries that are Subsidiary Loan Parties. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. Each Incremental Facility and all extensions of credit thereunder shall be secured by the Collateral on a pari passu basis with the Obligations. (c) The Incremental Commitments and Incremental Facilities relating thereto shall be effected pursuant to one or more Incremental Facility Amendments executed and delivered by Holdings, the Borrower, each Incremental Lender providing such Incremental Commitments and Incremental Facilities and the Administrative Agent; provided, that, no Incremental Commitments shall become effective unless (i) subject to Section 1.05, no Event of Default shall have occurred and be continuing immediately before and after giving effect to such Incremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) subject to Section 1.05, on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii) the Borrower shall make any payments required to be made pursuant to Section 2.18 in connection with such Incremental Commitments and the related transactions under this Section 2.23 and (iv) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower to the effect set forth in clauses (i) and (ii) above, together with calculations demonstrating (A) compliance with Section 2.23(a) above (and a calculation of the “Maximum Incremental Amount” before and after giving effect to the establishment of such Incremental Commitments and the Incremental Facilities relating thereto) and (B) that Holdings shall be in compliance with the Financial Covenant set forth in Section 6.11, calculated on a Pro Forma Basis as of the date of establishment of such Incremental Commitments and Incremental Facilities relating thereto (and, for the avoidance of doubt, assuming for such purposes that such Incremental Facilities are fully drawn). Each Incremental Facility Amendment may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.23. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents and (ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Amendment, each Lender holding an Incremental Term Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Amendment. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to comply with “know your customer” in Section 2.23(a) and Anti-Money Laundering Lawsof the effectiveness of any Incremental Commitments, including without limitationin each case advising the Lenders of the details thereof and, in the Patriot Actcase of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.23(e).

Incremental Facilities. (a) The Parent Borrower and/or any Additional Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the their Incremental Term Loans or Revolving Commitments or the making of incremental term loans hereunder (any such increased Revolving Commitments, “Incremental Term Loans”, Revolving Commitments” and any facility under which such increase Incremental Term Loans or Incremental Term LoansRevolving Commitments are made available, an “Incremental Facility”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Additional Credit Extension Amendment specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansFacility or Facilities involved, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loansapplicable Incremental Facility Closing Date, (iii) the applicable Borrower(s) and (iv) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) shall not mature earlier than the amortization schedule for such Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Applicable Margin for such Incremental Term Loan Maturity DateLoans; provided, and that: (iv) shall be treated substantially the same (and in any event not more favorably thanA) the aggregate principal amount (or committed amount, if applicable) of all Incremental Term Loans and Incremental Revolving Loans. Effecting Commitments, together with the aggregate principal amount of any Permitted Incremental Facility under this Section is subject to Equivalent Debt, shall not exceed the following conditions precedent: Incremental Cap; (B) (x) with respect to any Incremental Term Loans being incurred to finance a Permitted Acquisition or a similar permitted Investment designated by the Parent Borrower as a “Limited Conditionality Acquisition”, no Default or Event of Default has occurred and is continuing as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition or (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to any Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments pursuant thereto), no Default or Event of Default has occurred and is continuing or shall result therefrom; (C) the Parent Borrower shall be in existence compliance, as of any Incremental Facility Activation Date, on a pro forma basis (including giving pro forma effect to the effective date applicable Additional Credit Extension Amendment (including the making of such increase, (y) the representations and warranties made or deemed made by the Borrower any Incremental Term Loans and any other Incremental Revolving Commitments thereunder (and assuming, in the case of any Additional Credit Extension Amendment with respect to Incremental Revolving Commitments that such commitments are fully drawn) without the netting of proceeds thereof and any Permitted Acquisition made with the proceeds thereof)), with the financial covenants set forth in Section 7.1, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available; (D) in no event shall it be a condition to the effectiveness of, or Borrowing under, any Incremental Facility that any representation or warranty of any Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects respects, except and solely to the extent required by the lenders providing such Incremental Facility; (E) the weighted average life to maturity of any Incremental Term Facility shall be no earlier than the weighted average life to maturity of the Initial Term Facility (except in the case of customary high-yield bridge loans which, subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent Indebtedness that does not have a representation shorter weighted average life to maturity than the Initial Term Facility); (F) all Incremental Term Loans and any Revolving Loans made in respect of Incremental Revolving Commitments shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and the Revolving Loans and none of the obligors or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty guarantors with respect thereto shall be true a Person that is not a Loan Party; (G) except with respect to pricing and correct fees or as otherwise set forth in this Section 2.25(a), all respects) on terms of any Incremental Term Facility, if not consistent with the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectapplicable existing Term Facility, in which case such representation or warranty shall be true determined between the Parent Borrower and correct in all respects) on the lenders for such Incremental Term Facility and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: ; provided that each Incremental Term Facility shall share ratably in any mandatory prepayments of the applicable Term Facility unless the Parent Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments; (iH) if not previously delivered any Incremental Revolving Commitments and the Revolving Loans in respect thereof shall be pursuant to the terms hereof otherwise applicable to the Revolving Facility and such Incremental Revolving Commitments shall become Revolving Commitments under this Agreement after giving effect to such Additional Credit Extension Amendment; (I) without the consent of the Administrative Agent, copies certified (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than five Incremental Facility Closing Dates may be selected by the Secretary Parent Borrower after the Closing Date; and (J) no Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any New Lender that elects to provide Commitments under an Incremental Facility (i) to the extent such consent would be required for an assignment of such Loans or Assistant Secretary Commitments pursuant to Section 10.6 (such consent not to be unreasonably withheld, delayed or conditioned), shall be reasonably satisfactory to the Administrative Agent and, in the case of any Incremental Revolving Loans, the Issuing Lenders and the Swingline Lender and (Aii) all corporate, partnership, member or other necessary action taken shall become a Lender under this Agreement pursuant to an Additional Credit Extension Amendment. (c) Unless otherwise agreed by the Administrative Agent, on each Incremental Facility Closing Date with respect to the Revolving Facility, each 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 authorize the amount of each Type of Loan of such Borrower (and, in the case of Eurocurrency Loans or Term Benchmark Loans, of each Eurocurrency Tranche or Term Benchmark Tranche, as applicable) which would then have been outstanding from such Lender if (i) each such Type, Eurocurrency Tranche or Term Benchmark Tranche had been borrowed or effected by such Borrower on such Incremental Facility Closing Date and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement the aggregate amount of each such Type, Eurocurrency Tranche or Term Benchmark Tranche requested to this Agreement executed be so borrowed or effected by such Borrower had been proportionately increased. The Eurocurrency Rate applicable to any Eurocurrency Loan or Adjusted Term SOFR Rate for any Term Benchmark Loan, as applicable, borrowed pursuant to the Borrowerpreceding sentence shall equal the Eurocurrency Rate then applicable to the Eurocurrency Loans or Adjusted Term SOFR Rate for Term Benchmark Loans, the Administrative Agent and any Lender providing such Incremental Facilityas applicable, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; other Lenders in the same Eurocurrency Tranche or Term Benchmark Tranche, as applicable (iii) an opinion or, until the expiration of counsel to the then-current Interest Period, such other rate as shall be agreed upon between the Parent Borrower and the Guarantorsrelevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Incremental Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and addressed to terms of the Incremental Term Loans or Revolving Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; Parent Borrower and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide furnished to the Administrative Agent, its name, address, tax identification number and/or such other information as parties hereto. (e) The Closing Date Incremental Revolving Commitments shall be necessary for provided on the Administrative Agent Closing Date as Incremental Revolving Commitments, subject to comply with “know your customer” the conditions set forth in Section 5 to the same extent applicable to the initial Revolving Commitments and Anti-Money Laundering Laws, including without limitation, the Patriot Actany further amendment to this Agreement.

Incremental Facilities. (a) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of their Incremental Term Loans (an “Incremental Term Loan Facility”) or the USD Revolving Credit Commitments or the making of incremental term loans hereunder Multicurrency Revolving Credit Commitments (“Increased Revolving Credit Commitments”; together with any Incremental Term Loans”Loan Facility, and any such increase or Incremental Term Loans, an the “Incremental FacilityFacilities”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Increased Facility Activation Notice specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loansincrease, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loansapplicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the applicable Incremental Term Loans and Maturity Date, (y) shall have no the amortization or otherwise be permitted to be prepaid prior to the schedule for such Incremental Term Loan Maturity DateLoans, and (iv) shall be treated substantially the same (and in any event not more favorably thanz) the Revolving Applicable Margin for such Incremental Term Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: ; provided that (xi) 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 in existence on no earlier than (or the effective same as) the maturity date and Weighted Average Life to Maturity, respectively, of such increasethe Tranche A Term Loans, (yiii) the representations interest rates and warranties made or deemed made amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Parent Borrower and the lenders thereunder and (iv) any other Loan Party in any Loan Document to which such Loan Party is a party Increased Revolving Credit Commitments shall be true on terms and correct pursuant to documentation applicable to the applicable Revolving Credit Facility (including the maturity date in all material respects (except 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 a representation or warranty qualified by materiality or Material Adverse Effectan Incremental Term Loan Facility, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase Tranche A Term Loan Facility (except to the extent that such representations permitted by clause (ii) and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsiii) on and as of such earlier dateabove), and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: 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 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) 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, (i) if 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 previously delivered to exceed $100,000,000 and (ii) without the consent of the Administrative Agent, copies certified by the Secretary or Assistant Secretary each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (Ab) all corporateAny additional bank, partnership, member financial institution or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporateentity which, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Parent Borrower and the GuarantorsAdministrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.28(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and addressed to the Administrative Agent same extent as if originally a party hereto and shall be bound by and entitled to the Lenders covering such matters as reasonably requested benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent; and (iv) new or replacement , on each Increased Facility Closing Date with respect to the applicable Revolving Notes or Term Notes executed by Credit Facility, the Borrower, payable to any Lenders Parent Borrower shall borrow Revolving Credit Loans under the relevant increased Revolving Credit Commitments from each Lender participating in such Incremental Facility, as applicable, the relevant increase in an amount determined by reference to the amount of such each Type of Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental FacilityCredit Loan (and, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of Eurocurrency 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 (ii) the aggregate amount of each such Type or Eurocurrency Tranche requested to be so borrowed or effected had been proportionately increased. The Eurocurrency Rate applicable to any Lender that is organized under Eurocurrency Loan borrowed pursuant to the laws of a jurisdiction outside preceding sentence shall equal the Eurocurrency Rate then applicable to the Eurocurrency Loans of the United States other Revolving Credit Lenders in the same Eurocurrency Tranche (or, until the expiration of Americathe then-current Interest Period, provide to the Administrative Agent, its name, address, tax identification number and/or such other information rate as shall be agreed upon between the Parent Borrower and the relevant Revolving Credit Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary for to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Parent Borrower’s consent (not to comply with “know your customer” be unreasonably withheld) and Anti-Money Laundering Laws, including without limitation, furnished to the Patriot Actother parties hereto.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) may by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect Agent elect to increase the existing Revolving Credit Commitments of any Class (any such increase, the “Incremental Facility Revolving Credit Commitments”) and/or incur one or more new term loan commitments and/or increase the aggregate amount commitments of the sum of the Revolving Commitments plus the principal amount any Class of Term Loans (including any such the “Incremental Term LoansLoan Commitments”) shall by an amount (1) not to exceed $650,000,000. The allocation of any increase between in the Revolving Commitments and Incremental Term Loans shall be made aggregate, at the time Borrower requests such increase. of incurrence, the Incremental Available Amount referred to in clauses (a), (b) and (c)(i) of the definition thereof and (2) not less than, individually, $25,000,000. (b) Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase Revolving Credit Commitments or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banksLoan Commitments, financial institutions and other institutional lenders. No Lender as applicable, shall be obligated 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 (or such shorter period of time as may be agreed to by the Administrative Agent in any way whatsoever to increase its Revolving Commitment sole discretion); and (ii) the identity of each Lender or provide a new Revolving Commitment or Incremental Term Loansother Person, and any new Lender becoming a party to this Agreement in connection with any such requested increase which must be an Eligible Assignee and(each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations. Any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or Incremental Term Loan Commitment. Any Incremental Term Loan Commitments effected through the establishment of one or more term loan commitments made on an Increased Amount Date that are not fungible for United States federal income tax purposes with an existing Class of Term Loans shall be designated a separate Class of Incremental Term Loan Commitments for all purposes of this Agreement. Notwithstanding the foregoing, any Incremental Term Loans may be treated as part of the same Class as any other Incremental Term Loans if such new Lender is assuming Revolving Commitments, must be subject to Incremental Term Loans have identical terms (other than effective yield) and are fungible for United States federal income tax purposes with such other Incremental Term Loans. (c) The Administrative Agent shall notify the consent Lenders promptly upon receipt of the Borrower’s notice of each Issuing Bank Increased Amount Date and in respect thereof (i) the Incremental Revolving Credit Commitments and the Swingline Lender. If a new Lender becomes a party to this AgreementIncremental Revolving Loan Lenders or Incremental Term Loan Commitments and the Incremental Term Loan Lenders, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder as applicable and (or ii) in the case of an existing each notice to any applicable Revolving Credit Lender of any such given Class, the respective interests in such Revolving Credit Lender’s Revolving Credit Loans of such Class, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect in each case subject to the Lenders’ respective assignments contemplated by this Section. (d) Such Incremental Revolving Credit Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and or Incremental Term Loan Commitments shall become effective as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans Increased Amount Date; provided that: (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans(x) subject, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) solely in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have to Section 1.09(c), no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable and the extensions of credit to be made thereunder on such date; provided that this clause (i)(x) may be waived or limited as agreed in existence on the effective date of such increase, Joinder Agreement between the Borrower and the applicable Incremental Term Loan Lenders; and (y) the representations and warranties made or deemed made by of the Borrower and any each other Loan Party contained in any Loan Document to which such Loan Party is a party Article 5 hereof shall be true and correct in all material respects (except in the case of a that any representation or and warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct in all respects(after giving effect to any qualification therein) on the effective date and as of such increase date, except in each case to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectdate, in which case such representation or warranty they shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following; provided that, in form and substance satisfactory the case of Incremental Term Loans incurred to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member finance a Permitted Acquisition or other necessary action taken by Investment in the Borrower nature of an acquisition, this clause (i)(y) shall be limited to authorize such Incremental Facility Sections 5.01(a), 5.01(b), 5.02(a), 5.13, 5.17, 5.18, 5.19 (other than the first or second sentence thereof) and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; 5.20; (ii) a supplement the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to this Agreement one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent Incremental Revolving Loan Lender(s) or Incremental Term Loan Lender(s), as applicable, and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate Agent, each of which shall be recorded in the Register (and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to implement such Incremental Facility contemplated by this the requirements set forth in Section 2.17., together with the consent of the Guarantors thereto; 3.01); (iii) an opinion of counsel to the Borrower and Incremental Facilities shall be Guaranteed by the Guarantors, rank pari passu in right of security with the other Facilities and addressed shall not be secured by any property or assets other than the Collateral; (iv) all fees and reasonable out-of-pocket expenses owing to the Administrative Agent and the Lenders covering (other than a Defaulting Lender) in respect of the Incremental Revolving Credit Commitments and Incremental Term Loan Commitments shall have been paid; and (v) the Borrower shall deliver or cause to be delivered legal opinions, officer’s certificates and such matters as other documents reasonably requested by the Administrative Agent; Agent in connection with any such transaction. (e) On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Revolving Credit Lenders of the Class being so increased shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the existing Revolving Credit Lenders of the Class being so increased, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans of the Class being so increased and participations in Letters of Credit and Swing Line Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans will be held by existing Revolving Credit Lenders of such Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of the Class being so increased after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments of such Class, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment of the Class being so increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan of the Class being so increased and (iviii) new each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Credit Commitment and all matters relating thereto. (f) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Class (or replacement Revolving Notes any Incremental Term Loan Commitments increasing any existing Term Loans) are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of such Class or increase shall make a Loan to the Borrower (an “Incremental Term Notes executed by Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class or increase and (ii) each Incremental Term Loan Lender of such Class or increase shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class or increase and the Incremental Term Loans of such Class or increase made pursuant thereto. (g) The terms (including pricing, “most favored nations” provisions, premiums, fees, rate floors, optional prepayment provisions, and/or mandatory prepayment provisions relating to excess cash flow, asset sale proceeds and condemnation proceeds) and conditions of the Incremental Term Loans and Incremental Term Loan Commitments shall be, except as otherwise explicitly set forth herein, as agreed in the Joinder Agreement between the Borrower, payable the applicable Incremental Term Loan Lenders providing such Incremental Term Loan Commitments and the Administrative Agent; provided that (i) the terms of such Indebtedness shall not be more restrictive, taken as a whole, to the Borrower and the other Loan Parties than those set forth in this Agreement prior to the execution of such Joinder Agreement unless (x) such terms apply only after the Latest Maturity Date at the time such Indebtedness is established or (y) this Agreement is amended so that such terms are also applicable for the benefit of any Lenders participating in under any then-existing Facilities, (ii) the Weighted Average Life to Maturity of all Incremental Term Loans of any such Incremental FacilityClass shall be no shorter than (x) if there are no Term Loans outstanding at such time, as applicable36 months and (y) if there are Term Loans outstanding at such time, in the amount Weighted Average Life to Maturity of such Revolving Lender’s Revolving Commitment or aggregate any other Term Loans at the time of the effectiveness incurrence of such Incremental Term Loans, (iii) the applicable Incremental Facility. In connection with any Term Loan Maturity Date of each Class shall be no earlier than the Latest Maturity Date at the time of the incurrence of such Incremental FacilityTerm Loans, any Lender becoming a party hereto shall (1iv) execute the pricing of each Class of Incremental Term Loans may be subject to “most favored nations” provisions if and to the extent set forth in the Joinder Agreement for such documents and agreements as the Administrative Agent may reasonably request Class and (2v) in the case of Incremental Term Loans, such Indebtedness may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any Lender that is organized under mandatory prepayments of Term Loans hereunder, as specified in the laws applicable Joinder Agreement, and in the case of Incremental Revolving Credit Commitments, such Incremental Revolving Credit Commitments may participate on a jurisdiction outside pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory reductions of Revolving Credit Commitments hereunder, as specified in the applicable Joinder Agreement. (h) The terms and provisions of the United States Incremental Revolving Loans and Incremental Revolving Credit Commitments shall be identical to the other Revolving Credit Loans of Americathe Class being so increased and the Revolving Credit Commitments of the Class being so increased; provided that if the Incremental Revolving Loan Lenders require an interest rate in excess of the interest rate then applicable to the Revolving Credit Facility of the Class being so increased, provide the interest rate on the Revolving Credit Facility of such Class shall be increased to equal such required rate without further consent of the affected Lenders; provided, further, that if the Incremental Revolving Loan Lenders require a commitment fee on the undrawn portion of such Incremental Revolving Loans and Incremental Revolving Commitments in excess of the commitment fee then applicable to the Revolving Credit Facility of the Class being so increased, the commitment fee on the Revolving Credit Facility of such Class shall be increased to equal such commitment fee without further consent of the affected Lenders. (i) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, its name, address, tax identification number and/or to effect the provisions of this Section 2.14 (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary or appropriate to enable any Incremental Term Loans that are intended to be fungible with any other Term Loans to be fungible with such other information as Term Loans, which shall be necessary for include any amendments that modify the Administrative Agent aggregate principal amount of scheduled installment payments to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actextent such amendment does not decrease the installment payment an existing Term Lender would have received prior to giving effect to any such amendment). (j) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent and with the consent of the Administrative Agent and the Incremental Lenders, request (i) during the period from and including the Restatement Effective Date to but not including the Revolving Maturity Date (or any earlier date on which the Commitments have been terminated as provided herein), the establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments, provided that the aggregate principal amount of all the Incremental Commitments established hereunder shall not exceed $500,000,000 (the “Incremental Committed Amount”). Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Commitments, as applicable, shall be effective, which notice shall be irrevocable once given; provided, however, that a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after giving effect the date on which such notice is delivered to any such Incremental Facility the aggregate Administrative Agent and (B) the amount of the sum Incremental Revolving Commitments or Incremental Term Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee). (b) The terms and conditions of any Incremental Revolving Commitment and loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments plus and Loans and other extensions of credit made hereunder, and shall be treated as a single class with such Revolving Commitments and Loans. The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (i) no Incremental Term Maturity Date shall be earlier than, and no Incremental Term Loans shall require any repayment or prepayment of any principal amount thereof (other than amortization payments not in excess of 1% per annum of the initial principal amount of Term Loans (including any such Incremental Term Loans) prior to, the Revolving Maturity Date, (ii) Incremental Term Loans shall not exceed $650,000,000. The allocation have the benefit of any increase between guarantees or collateral that do not equally benefit the Revolving Commitments and Loans and (iii) Incremental Term Loans shall not have the benefit of any representation or warranty, covenant or event of default other than those set forth herein. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Commitments and Incremental Term Loans for all purposes of this Credit Agreement. (c) The Incremental Commitments shall be made at the time Borrower requests such increase. Each such effected pursuant to one or more Incremental Facility must be an aggregate minimum amount of $25,000,000 Agreements executed and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with delivered by the Borrower, shall manage all aspects of the syndication of each Incremental Lender providing such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans Commitments and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender Administrative Agent; provided that no Incremental Commitments shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans become effective unless (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred and be in existence continuing on the effective date of effectiveness thereof, both immediately prior to and immediately after giving effect to such increaseIncremental Commitments and the making of Loans and issuance of Letters of Credit thereunder on such date, (yii) on the date of effectiveness thereof, the representations and warranties made or deemed made by of the Borrower and any other Loan Party set forth in any Loan Document to which such Loan Party is a party the Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a representation or warranty qualified by materiality or Material Adverse Effectprior date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier prior date), (iii) after giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder on the date of effectiveness thereof, the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 7.2, (iv) the Borrower shall make any payments required to be made pursuant to Section 3.14 in connection with such Incremental Commitments and the related transactions under this Section and (zv) the Administrative Agent Borrower shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative AgentAgent such legal opinions, copies certified board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and in connection with any Lender providing such transaction. Each Incremental FacilityFacility Agreement may, which supplement may include without the consent of any Lender, effect such amendments to this agreement Credit Agreement and the other Credit Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and , to give effect to the provisions of this Section. (ivd) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental Facilityclass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable class) hereunder and under the other Credit Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) in the case of an Incremental Lender that is organized under does not already have a Revolving Commitment, such Incremental Revolving Commitment shall constitute the laws Revolving Commitment of such Incremental Lender and (B) in the case of an Incremental Lender that already has a jurisdiction outside Revolving Commitment, the Revolving Commitment of such Incremental Lender shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Incremental Revolving Commitment, and the Revolving Loan Commitment Percentages of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the Administrative Agentdate of effectiveness of any Incremental Revolving Commitments, its nameeach Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, addressand each such Incremental Revolving Lender shall purchase from each Revolving Lender, tax identification number and/or at the principal amount thereof (together with accrued interest), such other information interests in the Revolving Loans and participations in Letters of Credit and Swing Line Loans outstanding on such date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit and Swing Line Loans will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Revolving Loan Commitment Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Incremental Term Lender holding an Incremental Term Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to comply with “know your customer” in this Section and Anti-Money Laundering Lawsof the effectiveness of any Incremental Commitments, including without limitationin each case advising the Lenders of the details thereof and, in the Patriot Actcase of effectiveness of any Incremental Revolving Commitments, of the Revolving Loan Commitment Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.7(e).

Incremental Facilities. (a) Subject to Section 2.11(b), the Borrower may by written notice to Agent elect to request the establishment of one or more Incremental Term Loan commitments (the “Incremental Term Loan Commitments”), in an aggregate amount of up to $70,000,000. Each such notice shall specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 30 days after the date on which such notice is delivered to the Agent. The opportunity to commit to provide all or a portion of the Incremental Term Loan Commitment shall be offered by the Borrower to any Eligible Incremental Lenders. To the extent any Eligible Incremental Lenders have provided a commitment to provide such Incremental Term Loan Commitment, the Borrower shall provide a copy of such commitment letter to the Agent for distribution to the existing Lenders and offer the existing Lenders the opportunity to provide such Incremental Term Loan Commitment on the same terms as set forth in such commitment letter (the date the Agent receives such commitment letter, the “Notice Date”). If the existing Lenders have not agreed in writing to provide such Incremental Term Loan Commitment within 15 days of the right Notice Date, then the Eligible Incremental Lenders may provide the Incremental Term Loan Commitment on the terms of such commitment letter and subject to request increases this Section 2.11. Any existing Lender approached to provide all or a portion of such Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. (b) Such Incremental Term Loan Commitments shall become effective, as of such Increased Amount Date, subject to the satisfaction of each of the following conditions: (i) the Lenders have funded 100% of the aggregate amount of the Revolving Term Loan B Commitments of the Lenders; (ii) the Agent has obtained the commitment of one or the making of incremental term loans hereunder (“more Incremental Term Loans”, and any such increase or Loan Lenders to provide the applicable Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including Loan and any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between Loan Lenders, the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party Agent have signed an amendment to this Agreement in connection with any pursuant to which such requested increase must be an Eligible Assignee andIncremental Term Loan Lenders agree to make, if such new Lender is assuming Revolving Commitments, must be subject to the consent terms of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect term loan to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving CommitmentsBorrower (an “Incremental Term Loan”) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of its Incremental Term Loan Commitment and to otherwise evidence such Revolving Loans to be purchased by such LenderIncremental Term Loan, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued in form and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay substance reasonably satisfactory to the Revolving Lenders amounts payableAgent (each, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, ”Joinder Agreement”); (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence exist on the effective date of such increase, Increased Amount Date; (yiv) the representations and warranties made or deemed made by of the Borrower Credit Parties contained in this Agreement and any the other Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except in the case of a representation that such materiality qualifier shall not be applicable to any representations or warranty warranties that already are qualified by materiality or modified as to “materiality” or “Material Adverse Effect” in the text thereof, in which case such representation or warranty representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on the effective date as of such increase Increased Amount Date to the same extent as though made on and as of that date (both before and immediately after giving effect to such Loan), except to the extent that such representations and warranties expressly specifically relate solely to an earlier date (date, in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation that such materiality qualifier shall not be applicable to any representations or warranty warranties that already are qualified by materiality or modified as to “materiality” or “Material Adverse Effect” in the text thereof, in which case such representation or warranty representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), ; and (zv) the Administrative Agent Borrower shall have received each reached agreement with the lenders making the Incremental Term Loan (the “Incremental Term Loan Lenders”) with respect to the interest margins applicable to such Incremental Term Loan (which interest margins may be higher than, equal to, or lower than the interest margins applicable to the Term Loan set forth in this Agreement immediately prior to the date of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty making of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental FacilityLoan, as applicable, in ) and shall have communicated the amount of such Revolving Lender’s Revolving Commitment interest margins to the Agent. Anything to the contrary contained herein notwithstanding, if the all in yield (including interest margins, interest floors, original issue discount, closing fees or aggregate other similar yield related discounts based on an assumed four-year to life maturity, but excluding any arrangement, underwriting or similar fees that are not shared with all of the Lenders or prospective lenders) (the “All In Yield”) that is to be applicable to such Incremental Term Loan is 50 basis points or more higher than the All In Yield applicable to the Term Loans at hereunder immediately prior to the time applicable Increased Amount Date (the amount by which the interest margins are higher, the “Excess”), then the All In Yield applicable to each applicable Class of Term Loans immediately prior to the Increased Amount Date shall be increased by the amount of the effectiveness of Excess minus 50 basis points, effective on the applicable Incremental Facility. In connection with any Incremental FacilityIncreased Amount Date, any Lender becoming a party hereto shall (1) execute such documents and agreements as without the Administrative Agent may reasonably request and (2) in the case necessity of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actaction by any party hereto.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; providedrequest (i) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, howeveran “Incremental Revolving Commitment Increase”) and/or (ii) the establishment of Incremental Term Commitments, provided that after giving effect to any such Incremental Facility (A) the aggregate amount of all the sum of the Incremental Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) Commitment Increases established hereunder shall not exceed $650,000,000. The allocation 25,000,000 and (B) the aggregate amount of any increase between all the Revolving Incremental Term Commitments and all Incremental Term Loans Revolving Commitment Increases established hereunder shall be made at not exceed the time Borrower requests such increasedifference between (1) $100,000,000 and (2) the aggregate principal amount of Permitted Secured Indebtedness incurred after the Effective Date. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Facility must Revolving Commitment Increases or the Incremental Term Commitments, as applicable, shall be an aggregate minimum effective, which shall be a date not less than 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 and (B) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase Revolving Commitment Increase or Incremental Term Loans and Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment Increase or Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment Increase or Incremental Term Commitments, (y) the allocations thereof among such Borrower shall not be required to approach existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in first to provide any way whatsoever to increase its Incremental Revolving Commitment Increase or Incremental Term Commitment or offer any existing Lenders a right of first refusal to provide any Incremental Revolving Commitment Increase or Incremental Term Commitment and (z) any Person that the Borrower proposes to become a new Revolving Lender under any Incremental Term Commitment or Incremental Term LoansRevolving Commitment Increase, and any new Lender becoming if such Person is not then a party to this Agreement in connection with any such requested increase Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, if such new Lender is assuming in the case of any proposed Incremental Revolving CommitmentsCommitment Increase, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party ). (b) The terms and conditions of any Loans and Commitments pursuant to this Agreement, or if any existing Lender Incremental Revolving Commitment Increase shall be the same as those of the Revolving Commitments and Revolving Loans of the Class that is increasing its Revolving Commitment, such Lender being increased and shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and be treated as a condition thereto) purchase from single Class with such Revolving Commitments and Revolving Loans; provided that the other Lenders its interest margin or commitment fees applicable to any Incremental Revolving Commitment Percentage (determined Increase may exceed the interest margin or fees payable with respect to the Lenders’ respective Revolving Loans and/or Revolving Commitments and after giving effect pursuant to the increase terms of Revolving Commitments) of any outstanding Revolving Loansthis Agreement, by making available to as amended through the Administrative Agent for the account date of such other Lenderscalculation, in same day fundswhich case the Applicable Rate and/or the fee payable pursuant to Section 2.12(a), an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by in each case as in effect for the other Revolving Lenders under Section 2.4.(j) that have not been repaidLoans and Revolving Commitments, plus (C) interest accrued and unpaid shall be automatically increased to and as of eliminate such date on such portion of the outstanding principal amount of such Revolving Loansexcess. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment terms and conditions of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be set forth in the applicable Incremental Facility Agreement and may be different to those of the Term Commitments and the Term Loans (provided that, except with respect to matters contemplated by clauses (i), (ii) and (iii) below or customary for a “Term B” institutional loan tranche, any differences shall be reasonably satisfactory to the Administrative Agent); provided that (i) the Weighted Average Life to Maturity of any Incremental Term Loans shall rank pari passu in right be no shorter than the remaining Weighted Average Life to Maturity of payment with the Revolving Loans and Term Initial Terms Loans, (ii) no Incremental Term Loan Maturity Date shall be equally earlier than the Initial Term Maturity Date and ratably secured (iii) any Incremental Term Loan shall rank pari passu or junior in right of payment and of security with the Revolving Initial Term Loans and shall be secured only by the Collateral securing the Obligations. Any Incremental Term LoansCommitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. (c) The Incremental Term Commitments and any Incremental Revolving Commitment Increase shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Term Commitments or Incremental Revolving Commitment Increase, as the case may be, and the Administrative Agent; provided that no Incremental Term Commitments or Incremental Revolving Commitment Increases shall become effective unless (i) no Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Term Commitments or Incremental Revolving Commitment Increases and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (iiiii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower qualified as to materiality, in all respects and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a representation or warranty qualified by materiality or Material Adverse Effectprior date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier prior date, (iii) after giving effect to such Incremental Revolving Commitment Increase or Incremental Term Loan Commitments and the making of Loans pursuant thereto (and assuming that the amount of any Incremental Revolving Commitment Increase is fully drawn), the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13, recomputed as of the last day of the most-recently ended fiscal quarter of the Borrower for which financial statements shall have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the Pro Forma Financial Statements) and (ziv) the Administrative Agent Borrower shall have received each make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Term Commitments or Incremental Revolving Commitment Increase and the related transactions under this Section. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the followingother Loan Documents as may be necessary or appropriate, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to opinion of the Administrative Agent, copies certified to give effect to the provisions of this Section, provided that to the extent that any term of any such amendment could not be approved as an amendment of this Agreement by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender Lenders providing such Incremental FacilityTerm Commitments voting as a single Class without the approval of any other Lender, which supplement may include such amendments amendment will be subject to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent approval of the Guarantors thereto; requisite Lenders required under this Agreement. (iiid) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Upon the effectiveness of an Incremental Term Commitment or Incremental Revolving Commitment Increase of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Loan Documents, and (2ii) in the case of any Incremental Revolving Commitment Increase, (A) if the applicable Lender that is organized under does not already have a Revolving Commitment, such Incremental Revolving Commitment Increase shall constitute the laws Revolving Commitment of such Lender as provided in the Incremental Facility Agreement applicable to such Incremental Revolving Commitment Increase, (B) if the applicable Lender already has a jurisdiction outside Revolving Commitment, the Revolving Commitment of such Lender shall be increased as provided in the Incremental Facility Agreement applicable to such Incremental Revolving Commitment Increase and (C) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment Increase, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment Increase, the Revolving Exposure of the Revolving Lender making such Incremental Revolving Commitment Increase, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the Administrative Agentdate of effectiveness of any Incremental Revolving Commitment Increase, its nameeach Revolving Lender shall assign to each Revolving Lender making such Incremental Revolving Commitment Increase, addressand each such Revolving Lender making such Incremental Revolving Commitment Increase shall purchase from each Revolving Lender, tax identification number and/or at the principal amount thereof (together with accrued interest), such other information interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment Increase. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to comply with “know your customer” in Section 2.21(a) and Anti-Money Laundering Lawsof the effectiveness of any Incremental Term Commitments, including without limitationin each case advising the Lenders of the details thereof and, in the Patriot Actcase of effectiveness of any Incremental Revolving Commitment Increase, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.21(e).

Incremental Facilities. The Borrower (a) At any time during the period from and after the Closing Date through but excluding the date that is one year prior to the Maturity Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall have invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the right interest margin proposed by Borrowers, and if sufficient Lenders do not agree to request increases increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two 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 Revolving Increases to the Revolver Commitments exceed $15,000,000. (b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount: (i) Agent or Borrowers have obtained the making commitment of incremental term loans hereunder one or more Lenders (“Incremental Term Loans”, or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such increase Lenders (or Incremental Term Loansprospective lenders), an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an “Increase Joinder”), in connection with any form and substance reasonably satisfactory to Agent, to which such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in the case of an existing Lender, increases its Revolving CommitmentSection 3.2 are satisfied, (iii) Borrowers have delivered to Agent updated pro forma Projections (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the four quarters (on a quarter by quarter basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase, and (iv) of any outstanding Revolving Loans, by making available Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the Administrative Agent for increased Revolver Commitments with respect to the account of such other Lenders, in same day funds, an amount equal interest margins applicable to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus made pursuant to the increased Revolver Commitments (B) which interest margins may be higher than or equal to the aggregate amount of payments previously made by interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or 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 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving LoansLoans to be made pursuant to the increased Revolver Commitments). The Borrower shall pay Anything to the contrary contained herein notwithstanding, if the all-in yield (including interest margins, interest floors, and any original issue discount or similar yield-related discounts or payments, but excluding any arrangement, underwriting, or similar fees payable in connection therewith that are not paid to all Lenders providing the Increase to the Revolver Commitment) that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments is higher than the all-in yield (including interest margins, interest floors, and any original issue discount or similar yield-related discounts or payments, but excluding any arrangement, underwriting, or similar fees payable in connection therewith that are not paid to all Lenders amounts payableproviding the Increase to the Revolver Commitment) applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount by which all-in yield is higher, if anythe “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto. (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. include Revolving Loans made pursuant to any the increased Revolving Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment and prior to the Incremental Term Loans Increase Date (ithe “Pre-Increase Revolver Lenders”) shall rank pari passu assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) participation interests in the case Letters of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence Credit on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving 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 increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the 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 Agent to comply with “know your customer” ensure and Anti-Money Laundering Laws, including without limitation, demonstrate that the Patriot ActLiens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

Incremental Facilities. (a) The Borrower shall have may on one or more occasions after the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”First Refinancing Facility Agreement Effective Date, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; providedrequest (i) during the Revolving Availability Period, howeverthe establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum Incremental Commitments established hereunder shall not exceed (A) $50,000,000 and (B) such greater amount that will not result in the First Lien Secured Leverage Ratio, determined on a Pro Forma Basis giving effect to such Incremental Facility (assuming that all Revolving Commitments, including any Incremental Revolving Commitments, have been fully funded with Revolving Loans and excluding in the calculation of Available Domestic Cash and Available Foreign Cash for purposes of the Revolving Commitments plus First Lien Secured Leverage Ratio the principal amount cash proceeds of Term Loans (including the Borrowings under any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Facility or Incremental Term Loans shall be made at Facility, but not excluding the time Borrower requests use of such increaseproceeds) exceeding 3.75 to 1.00. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Facility must Revolving Commitments or the Incremental Term Commitments, as applicable, shall be an aggregate minimum effective, which shall be a date not less than 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 and (B) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase Revolving Commitments or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banksCommitments, financial institutions and other institutional lenders. No as applicable, being requested (it being agreed that (x) any Lender shall be obligated in approached to provide any way whatsoever to increase its Revolving Commitment or provide a new Incremental Revolving Commitment or Incremental Term LoansCommitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and (y) any new Lender becoming Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a party to this Agreement in connection with any such requested increase Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, if such new Lender is assuming in the case of any proposed Incremental Revolving CommitmentsLender, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if ). (b) The terms of any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Incremental Revolving Commitments and after giving effect Revolving Loans and other extensions of credit to be made thereunder shall be, except as otherwise set forth herein, identical to those of the increase Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving CommitmentsCommitments and Revolving Loans; provided that (i) the maturity date of any outstanding Incremental Revolving LoansCommitments shall be no sooner than, by making available to but may be later than, the Administrative Agent for the account Revolving Maturity Date, (ii) there shall be no mandatory reduction of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such any Incremental Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay Commitments prior to the Revolving Lenders amounts payable, if any, Maturity Date and (iii) any upfront fees applicable to such any Incremental Revolving Facility and Incremental Revolving Commitments and Incremental Revolving Loans shall be as determined by the Borrower and the Incremental Revolving Lenders under Section 5.4providing such Incremental Facility. as a result of the prepayment The terms of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment Incremental Term Facility and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Term Commitments and the Term Loans; provided that (i) shall rank pari passu if the all-in right yield as determined by the Administrative Agent in accordance with customary market practice (whether in the form of payment interest rate margins, LIBOR floor, ABR floor or original issue discount or upfront fees payable to all Lenders providing such Incremental Term Loans (with such upfront or similar fees or original issue discount being equated to interest based on an assumed four-year life to maturity) but not structuring, arrangement or similar fees paid to the Revolving arrangers for such Indebtedness) relating to any Incremental Term Loans and exceeds by more than 0.50% per annum the all-in yield as determined by the Administrative Agent in accordance with customary market practice (calculated in the same manner as above) relating to the Term Loans, then the Applicable Rate then in effect for the Term Loans shall automatically be adjusted such that the all-in yield relating to the Term Loans is equal to the all-in yield relating to the Incremental Term Loans minus 0.50%, (ii) the upfront fees, interest rates and amortization schedule applicable to any Incremental Term Facility and Incremental Term Loans shall be equally determined by the Borrower and ratably secured with the Revolving Loans and Incremental Term LoansLenders providing the relevant Incremental Term Commitments, (iii) in the case weighted average life to maturity of any Incremental Term Loans, Loans shall be no shorter than the remaining weighted average life to maturity of the Terms Loans and (xiv) no Incremental Term Loan Maturity Date shall not mature be earlier than the Term Maturity Date. Any Incremental Term Facilities established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Commitments and (y) shall have no amortization or otherwise be permitted to be prepaid prior Incremental Term Loans for all purposes of this Agreement. Notwithstanding anything to the Term Loan Maturity Datecontrary herein, each Incremental Facility and (iv) all extensions of credit thereunder shall be treated substantially secured by the same Collateral on a pari passu basis with the other Loan Document Obligations. (c) The Incremental Commitments and in any event not Incremental Facilities relating thereto shall be effected pursuant to one or more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to Agreements executed and delivered by Holdings, the following conditions precedent: Borrower, each Incremental Lender providing such Incremental Commitments and Incremental Facilities and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (xi) no Default or Event of Default shall have occurred and be in existence continuing on the effective date of effectiveness thereof, both immediately prior to and immediately after giving effect to such increaseIncremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date (provided that this clause (i) shall not apply to the extent agreed by the Incremental Lenders if the proceeds of Loans made pursuant to the relevant Incremental Facility are being used to finance an acquisition), (yii) on the date of effectiveness thereof, the representations and warranties made or deemed made by the Borrower and any other of each Loan Party set forth in any the Loan Document to which such Loan Party is a party Documents shall be true and correct, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateprior date (provided that, to the extent agreed by the Incremental Lenders, the representations and warranties referred to in this clause (ii) may be limited in a manner customary for limited conditionality acquisition financings if the proceeds of Loans made pursuant to the relevant Incremental Facility are being used to finance an acquisition), (iii) after giving effect to such Incremental Commitments and the making of Loans pursuant thereto (and based on the assumption that the full amount of the Aggregate Revolving Commitment, including any Incremental Revolving Commitments, has been funded with Revolving Loans and excluding in the calculation of Available Domestic Cash and Available Foreign Cash for purposes of the covenant calculations the cash proceeds of the Borrowing under any such Incremental Revolving Facility or Incremental Term Facility but not excluding the use of such proceeds), Holdings and the Borrower shall be in compliance on a Pro Forma Basis with the covenant contained in Section 6.12 (or, if the proceeds of Loans made pursuant to the relevant Incremental Facility are being used to finance an acquisition, on the date of signing of the definitive agreement for such acquisition), (iv) the Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Commitments and the related transactions under this Section and (zv) Holdings and the Administrative Agent Borrower shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative AgentAgent such legal opinions, copies certified board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Secretary or Assistant Secretary Administrative Agent in connection with any such transaction, including a certificate of a Financial Officer to the effect set forth in clauses (A) all corporatei), partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this and (iii) above, together with reasonably detailed calculations demonstrating compliance with clause (iii) above. Each Incremental Facility Agreement executed by may, without the Borrowerconsent of any Lender, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include effect such amendments to this agreement Agreement and the other Loan Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and , to give effect to the provisions of this Section. (ivd) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Loan Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender that is organized under already has a Revolving Commitment, shall increase) the laws Revolving Commitment of a jurisdiction outside such Incremental Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the Administrative Agentdate of effectiveness of any Incremental Revolving Commitments, its nameeach Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, addressand each such Incremental Revolving Lender shall purchase from each Revolving Lender, tax identification number and/or at the principal amount thereof (together with accrued interest), such other information interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to comply with “know your customer” in Section 2.21(a) and Anti-Money Laundering Lawsof the effectiveness of any Incremental Commitments, including without limitationin each case advising the Lenders of the details thereof and, in the Patriot Actcase of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.21(e). (h) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) may by providing written notice to the Administrative AgentAgent at any time after the Acquisition Effective Date elect to request the establishment of one or more new term loan commitments (the “Incremental Commitments”), in an aggregate principal amount not to exceed the Maximum Incremental Facilities Amount on such date, and, in each case, not to be less than $25,000,000 individually (or such lesser amount which notice shall be irrevocable once given; providedapproved by the Administrative Agent or such lesser amount that shall constitute the Maximum Incremental Facilities Amount on such date of determination), however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereofof that amount. The ArrangersEach such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Commitments 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 (or such shorter period as may be agreed by the Administrative Agent); provided that any Lender offered or approached to provide all or a portion of the Incremental Commitments may elect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects of the syndication of such to provide an Incremental FacilitiesCommitment; provided, including decisions as to the selection of the existing Lenders and/or other banksfurther, financial institutions and other institutional lenders to be approached with respect to such increase or that any Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed) if and to the extent that such approval would be required pursuant to Section 9.04 for an assignment of Loans to such Incremental Lender. The Borrower shall notify the Administrative Agent prior to the Increased Amount Date of the identity of each Issuing Bank Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the Swingline Lender. If a new Lender becomes a party to this Agreementamounts of such allocations. (b) Such Incremental Commitments shall become effective as of such Increased Amount Date; provided, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder that: (or in the case of an existing Lender, increases its Revolving Commitmenti) (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition or Investment permitted hereunder, no Event of Default pursuant to Section 7.01(c), Section 7.01(e), Section 7.01(f), Section 7.02(a), Section 7.02(b), Section 7.02(h), Section 7.02(i) or Section 7.02(j) shall have occurred and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and be continuing or would exist after giving effect to the increase of Revolving such Incremental Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and or (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Dateif otherwise, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred and be in existence on continuing or would exist after giving effect to such Incremental Commitments; (ii) as a condition to the effective date Borrowing under such Incremental Commitments: A. each of such increase, (y) the representations and warranties made or deemed made by of the Borrower and any other Loan Party set forth in any Loan Document to which such Loan Party is a party this Agreement shall be true and correct in all material respects (except in on and as of the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase Borrowing (both immediately before and after giving effect to such Incremental Commitments and the application of the proceeds thereof) with the same effect as though made on and as of the date of such Borrowing, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); provided that any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (zafter giving effect to any qualification therein) in all respects; and B. the Administrative Agent shall have received each a fully executed and delivered Borrowing Request in accordance with the requirements hereof, provided that, if the proceeds of any Incremental Commitments are being used to finance a Permitted Acquisition or Investment permitted hereunder, the reference in paragraph (ii)(A) of this Section 2.17(b) to the accuracy of the following, in form representations and substance satisfactory warranties shall refer to the Administrative Agent: accuracy of (ia) if not previously delivered the representations and warranties that would constitute Specified Representations and (y) the representations and warranties made by, or with respect to, the target or the assets that are the subject of such Permitted Acquisition or Investment in the definitive documentation related thereto that are material to the Administrative Agent, copies certified by interests of the Secretary or Assistant Secretary of applicable Incremental Lenders (A) all corporate, partnership, member or other necessary action taken by but only to the extent that the Borrower or its Subsidiaries have the right to authorize terminate its or their respective obligations under such Incremental Facility and documentation (Bor decline to consummate the transaction contemplated thereunder) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty as a result of a breach of such representations); (iii) the Incremental Facility; (ii) a supplement Commitments shall be effected pursuant to this Agreement one or more Incremental Amendments executed and delivered by the Borrower, the Incremental Lenders and the Administrative Agent and Agent; (iv) the Borrower shall deliver or cause to be delivered any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement documents as reasonably requested by the Administrative Agent deems in connection with any such transaction, including (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Lenders covering such matters Collateral Documents (including, for the avoidance of doubt, any Mortgage) as may be reasonably requested by the Administrative Agent; and (v) the Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Commitments. (c) On any Increased Amount Date on which any Incremental Commitments become effective, subject to the satisfaction of the foregoing terms and conditions, (i) each applicable Incremental Lender shall make a Loan to the Borrower (an “Incremental Loan”) in an amount equal to its Incremental Commitment and (ii) each Incremental Lender shall become a Lender hereunder with respect to the Incremental Commitment and the Incremental Loans made pursuant thereto. (d) The terms and provisions of the Incremental Loans and Incremental Commitments shall be, except as otherwise set forth herein or in the Incremental Amendment, identical to the then existing Loans. In any case, (i) the Weighted Average Life to Maturity of all Incremental Loans shall be no shorter than the Weighted Average Life to Maturity of the then existing Loans, (ii) the applicable Incremental Loan Maturity Date shall be no earlier than the Latest Maturity Date at such time; provided, that at no time shall the Loans (including Incremental Loans) have more than five different maturity dates, (iii) all Incremental Loans shall rank pari passu in right of payment and with respect to security with the then existing Loans, (iv) new all Incremental Loans shall be guaranteed by the Loan Parties and be secured by a lien on any property or replacement Revolving Notes asset that secures the then existing Loans, (v) the interest margins applicable to the Incremental Loans shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that if the All-In Yield applicable to such Incremental Loans shall be greater than the applicable All-In Yield payable on any other Class of Loans pursuant to the terms of this Agreement as amended through the date of such calculation by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”), then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Term Notes Alternate Base Rate floor) with respect to each such Class of Loans shall be increased by the applicable Yield Differential; provided, further, that, if any Incremental Loans include a Eurocurrency or Alternate Base Rate floor that is greater than the Eurocurrency or Alternate Base Rate floor applicable to any existing Class of Loans such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (v), but only to the extent an increase in the Eurocurrency or Alternate Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Alternate Base Rate floors (but not the applicable rate unless otherwise required to be adjusted pursuant to this Section 2.17(d)) applicable to the applicable existing Loans shall be increased to the extent of such differential between interest rate floors, (vi) any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, as specified in the applicable Incremental Amendment and (vii) to the extent the terms or provisions applicable to any Incremental Loans are inconsistent with the terms and provisions applicable to the then existing Loans (except to the extent permitted by clause (i), (ii), (v) or (vi) above or except for such terms and provisions applicable only to periods after the Latest Maturity Date), they shall be reasonably acceptable to the Administrative Agent. (e) Incremental Commitments shall be documented pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, amendments to the other Loan Documents to be included in the Incremental Amendment, executed by the Borrower, payable to any Lenders participating in each Incremental Lender providing such Incremental FacilityCommitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as applicablemay be necessary or appropriate, in the amount reasonable opinion of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and the Borrower, to effect the provisions of this Section 2.17 and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (2) to be included in the Incremental Amendment) with the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of Loans or Commitments increased or extended pursuant to this Section 2.17 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.17, including any amendments that are not adverse to the interests of any Lender that is organized under are made to effectuate changes necessary to enable any Incremental Loans that are intended to be fungible with the laws of a jurisdiction outside Initial Loans to be fungible with such Initial Loans, which shall include any amendments to Section 2.06(a) that do not reduce the ratable amortization received by each Lender thereunder. The Borrower will use the proceeds of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be necessary for the Administrative Agent obligated to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actprovide any Incremental Loans.

Incremental Facilities. The (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall have specify the right to request increases amount of the increase in the Maximum Credit (each such increase, an “Increase”) that Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice cause the Maximum Credit to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans50,000,000, (ii) such request shall be equally and ratably secured with the Revolving Loans and Term Loansfor an increase of not less than $5,000,000, (iii) in the case of Incremental Term Loans, no event shall there be more than two (x2) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Datesuch Increases in any calendar year, and (iv) shall be treated substantially as of the same (date of such request, and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) Increase Effective Date, no Default or Event of Default shall be exist. (b) Upon the receipt by Agent of any such written request, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase thereof requested by Administrative Borrower as set forth in existence on the effective date notice from Agent to such Lender. Each Lender shall notify Agent within ten (10) Business Days after the receipt of such notice from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent (yat the request of Administrative Borrower) may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the representations and warranties made event Lenders (or deemed made by the Borrower Lenders and any other Loan Party such Eligible Transferees, as the case may be) have committed in any Loan Document writing to which provide increases in their Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such Loan Party is a party commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower. (c) Each of the following shall be true and correct in all material respects (except in the case conditions precedent to any Increase of a representation Commitment and the Maximum Credit in connection therewith: (i) Agent or warranty qualified by materiality Borrowers have obtained the commitment of one or Material Adverse Effect, in which case more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such representation Lenders (or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateprospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (z) the Administrative Agent shall have received each of the followingan “Increase Joinder”), in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary to which such Lenders (or Assistant Secretary of (A) all corporateprospective lenders), partnershipBorrowers, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; Agent are party, (ii) a supplement each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to this Agreement Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.Borrowers, together with the consent of the Guarantors thereto; (iii) an opinion of counsel such other documentation as Agent shall reasonably request, in order to the Borrower and the Guarantors, and addressed to the Administrative enable Agent and the Lenders covering such matters as reasonably requested by to comply with any of the Administrative Agent; and requirements under Regulations T, U or X of the Federal Reserve Board, and (iv) new or replacement Revolving Notes or Term Notes executed by Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in applicable Increase) for the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the time of twelve (12) months (on a month-by-month basis) immediately following the effectiveness proposed date of the applicable Incremental Facility. In connection with Increase (calculated as if testing of the covenant in such Section 7 was in effect during the entire twelve (12) month period). (d) Unless otherwise specifically provided herein, all references in this Agreement and any Incremental Facilityother Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Commitment and Maximum Credit pursuant to this Section 2.14. (e) If applicable, each of the Lenders having a Commitment prior to the Increase Date (the “Pre-Increase Lenders”) shall assign to any Lender becoming a party hereto which is acquiring an additional Commitment on the Increase Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall (1) execute purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such documents and agreements as the Administrative Agent may reasonably request and (2) interests in the case Revolving Loans and participation interests in Letters of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or Credit on such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Commitment. (f) The Revolving Loans, Commitment, and Maximum Credit established pursuant to this Section 2.14 shall constitute Revolving Loans, Commitments, and Maximum Credit under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the 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 Agent to comply with “know your customer” ensure and Anti-Money Laundering Lawsdemonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the UCC, including without limitation, or otherwise after giving effect to the Patriot Actestablishment of any such new Commitment and Maximum Credit.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; providedrequest (i) during the Revolving Availability Period, howeverthe establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum Incremental Commitments established hereunder shall not exceed (A) $50,000,000 and (B) such greater amount that will not result in the First Lien Secured Leverage Ratio, determined on a Pro Forma Basis giving effect to such Incremental Facility (assuming that all Revolving Commitments, including any Incremental Revolving Commitments, have been fully funded with Revolving Loans and excluding in the calculation of Available Domestic Cash and Available Foreign Cash for purposes of the Revolving Commitments plus First Lien Secured Leverage Ratio the principal amount cash proceeds of Term Loans (including the Borrowings under any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Facility or Incremental Term Loans shall be made at Facility, but not excluding the time Borrower requests use of such increaseproceeds) exceeding 3.75 to 1.00. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Facility must Revolving Commitments or the Incremental Term Commitments, as applicable, shall be an aggregate minimum effective, which shall be a date not less than 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 and (B) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase Revolving Commitments or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banksCommitments, financial institutions and other institutional lenders. No as applicable, being requested (it being agreed that (x) any Lender shall be obligated in approached to provide any way whatsoever to increase its Revolving Commitment or provide a new Incremental Revolving Commitment or Incremental Term LoansCommitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and (y) any new Lender becoming Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a party to this Agreement in connection with any such requested increase Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, if such new Lender is assuming in the case of any proposed Incremental Revolving CommitmentsLender, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if ). (b) The terms of any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Incremental Revolving Commitments and after giving effect Revolving Loans and other extensions of credit to be made thereunder shall be, except as otherwise set forth herein, identical to those of the increase Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving CommitmentsCommitments and Revolving Loans; provided that (i) the maturity date of any outstanding Incremental Revolving LoansCommitments shall be no sooner than, by making available to but may be later than, the Administrative Agent for the account Revolving Maturity Date, (ii) there shall be no mandatory reduction of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such any Incremental Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay Commitments prior to the Revolving Lenders amounts payable, if any, Maturity Date and (iii) any upfront fees applicable to such any Incremental Revolving Facility and Incremental Revolving Commitments and Incremental Revolving Loans shall be as determined by the Borrower and the Incremental Revolving Lenders under Section 5.4providing such Incremental Facility. as a result of the prepayment The terms of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment Incremental Term Facility and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Term Commitments and the Term Loans; provided that (i) shall rank pari passu if the all-in right yield as determined by the Administrative Agent in accordance with customary market practice (whether in the form of payment interest rate margins, LIBOR floor, ABR floor or original issue discount or upfront fees payable to all Lenders providing such Incremental Term Loans (with such upfront or similar fees or original issue discount being equated to interest based on an assumed four-year life to maturity) but not structuring, arrangement or similar fees paid to the Revolving arrangers for such Indebtedness) relating to any Incremental Term Loans and exceeds by more than 0.50% per annum the all-in yield as determined by the Administrative Agent in accordance with customary market practice (calculated in the same manner as above) relating to the Term Loans, then the Applicable Rate then in effect for the Term Loans shall automatically be adjusted such that the all-in yield relating to the Term Loans is equal to the all-in yield relating to the Incremental Term Loans minus 0.50%, (ii) the upfront fees, interest rates and amortization schedule applicable to any Incremental Term Facility and Incremental Term Loans shall be equally determined by the Borrower and ratably secured with the Revolving Loans and Incremental Term LoansLenders providing the relevant Incremental Term Commitments, (iii) in the case weighted average life to maturity of any Incremental Term Loans, Loans shall be no shorter than the remaining weighted average life to maturity of the Terms Loans and (xiv) no Incremental Term Loan Maturity Date shall not mature be earlier than the Term Maturity Date. Any Incremental Term Facilities established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Commitments and (y) shall have no amortization or otherwise be permitted to be prepaid prior Incremental Term Loans for all purposes of this Agreement. Notwithstanding anything to the Term Loan Maturity Datecontrary herein, each Incremental Facility and (iv) all extensions of credit thereunder shall be treated substantially secured by the same Collateral on a pan passu basis with the other Loan Document Obligations. (c) The Incremental Commitments and in any event not Incremental Facilities relating thereto shall be effected pursuant to one or more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to Agreements executed and delivered by Holdings, the following conditions precedent: Borrower, each Incremental Lender providing such Incremental Commitments and Incremental Facilities and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (xi) no Default or Event of Default shall have occurred and be in existence continuing on the effective date of effectiveness thereof, both immediately prior to and immediately after giving effect to such increaseIncremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date (provided that this clause (i) shall not apply to the extent agreed by the Incremental Lenders if the proceeds of Loans made pursuant to the relevant Incremental Facility are being used to finance an acquisition), (yii) on the date of effectiveness thereof, the representations and warranties made or deemed made by the Borrower and any other of each Loan Party set forth in any the Loan Document to which such Loan Party is a party Documents shall be true and correct, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateprior date (provided that, to the extent agreed by the Incremental Lenders, the representations and warranties referred to in this clause (ii) may be limited in a manner customary for limited conditionality acquisition financings if the proceeds of Loans made pursuant to the relevant Incremental Facility are being used to finance an acquisition), (iii) after giving effect to such Incremental Commitments and the making of Loans pursuant thereto (and based on the assumption that the full amount of the Aggregate Revolving Commitment, including any Incremental Revolving Commitments, has been funded with Revolving Loans and excluding in the calculation of Available Domestic Cash and Available Foreign Cash for purposes of the covenant calculations the cash proceeds of the Borrowing under any such Incremental Revolving Facility or Incremental Term Facility but not excluding the use of such proceeds), Holdings and the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13, (iv) the Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Commitments and the related transactions under this Section and (zv) Holdings and the Administrative Agent Borrower shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative AgentAgent such legal opinions, copies certified board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Secretary or Assistant Secretary Administrative Agent in connection with any such transaction, including a certificate of a Financial Officer to the effect set forth in clauses (A) all corporatei), partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this and (iii) above, together with reasonably detailed calculations demonstrating compliance with clause (iii) above. Each Incremental Facility Agreement executed by may, without the Borrowerconsent of any Lender, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include effect such amendments to this agreement Agreement and the other Loan Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and , to give effect to the provisions of this Section. (ivd) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Loan Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender that is organized under already has a Revolving Commitment, shall increase) the laws Revolving Commitment of a jurisdiction outside such Incremental Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the Administrative Agentdate of effectiveness of any Incremental Revolving Commitments, its nameeach Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, addressand each such Incremental Revolving Lender shall purchase from each Revolving Lender, tax identification number and/or at the principal amount thereof (together with accrued interest), such other information interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to comply with “know your customer” in Section 2.21(a) and Anti-Money Laundering Lawsof the effectiveness of any Incremental Commitments, including without limitationin each case advising the Lenders of the details thereof and, in the Patriot Actcase of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.21(e). (h) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Incremental Facilities. The On one or more occasions at any time after the Closing Date, the Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) may by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect Agent elect to request (A) an increase to the existing Revolving Credit Commitments (any such increase, the “New Revolving Credit Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Commitments”, together with the New Revolving Credit Commitments, the “Incremental Facility the Commitments”), by up to an aggregate amount of not to exceed $400,000,000 for all Incremental Commitments (so that the sum of the Maximum Revolving Commitments Credit Amount plus the principal amount of Term Loans (including any such Incremental Term Loans) shall Commitments made hereunder does not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase1,800,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Facility must Commitments shall be an effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate minimum amount of $25,000,000 and integral multiples 10,000,000, (y) any Lender approached to provide all or a portion of $5,000,000 in excess thereof. The Arrangersthe Incremental Commitments may elect or decline, in consultation with its sole discretion, to provide an Incremental Commitment; provided that (1) the BorrowerLenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, shall manage all aspects of the syndication and if any Lender so approached fails to respond within such ten (10) Business Day period after its receipt of such Incremental Facilitiesrequest, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in deemed to have declined to provide such Incremental Commitments and (2) any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Credit Lender becoming which is a party to this Agreement in connection with prior to such request for increase that so elects to increase its Revolving Credit Commitment shall be required to increase its Alternative Currency Commitment on a pro rata basis (provided that to the extent any Revolving Credit Lender’s Pro Rata Share of Alternative Currency Commitments was zero prior to such requested increase, then such Lender shall not be required to allocate any portion of such increase must be to an Alternative Currency Commitment), and (z) any Lender or other Person that is an Eligible Assignee and(each, if a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom any portion of such new Lender is assuming Revolving Commitments, must Incremental Commitment shall be allocated shall be subject to the consent approval of each the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Credit Commitment, the Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement(each of which approvals shall not be unreasonably withheld), or if any unless such New Revolving Credit Lender is an existing Lender (other than a Defaulting Lender) with a Revolving Credit Commitment at such time or such New Term Lender is increasing its Revolving Commitment, such an existing Lender shall on the date it becomes a Lender hereunder (or in the case an Affiliate of an existing Lender, increases its . The terms and provisions of any New Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect Credit Commitments shall be identical to the Lenders’ respective existing Revolving Credit Commitments. The terms and provisions of any New Term Commitments and after giving effect any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Term Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Facility, unless the Borrower and the New Term Lenders in respect of such New Term Loans elect lesser payments and (c) otherwise be identical to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available existing Term Loans or reasonably acceptable to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such and each New Term Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitments shall pay be subject to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result satisfaction of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Potential Event of Default or Event of Default shall be exist and (ii) as of the last day of the most recent calendar quarter for which financial statements have been delivered pursuant to Section 8.2, the Borrower would have been in existence on compliance with the effective date of such increase, financial covenants set forth in Section 10.1 and Section 10.12; (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), ; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member corporate or other necessary action taken by the Borrower to authorize such Incremental Facility Commitments; and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an customary opinion of counsel to the Borrower (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the GuarantorsBorrower), and addressed to the Administrative Agent and the Lenders covering such matters as reasonably Lenders, and (iii) if requested by the Administrative Agent; and (iv) any Lender, new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders. On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Credit Lenders participating shall assign to each of the New Revolving Credit Lenders, and each of the New Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Incremental FacilityIncreased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Credit Lender shall become a Lender with respect to its New Revolving Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, and (ii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Credit Commitments and the New Revolving Credit Lenders or the New Term Commitments and the New Term Lenders, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2z) in the case of each notice to any Lender that is organized under Revolving Credit Lender, the laws respective interests in such Revolving Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this paragraph. The fees payable by Borrower upon any such increase in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of a jurisdiction outside of such increase. The Incremental Commitments shall be evidenced pursuant to one or more Additional Credit Extension Amendments executed and delivered by the United States of AmericaBorrower, provide to the New Revolving Credit Lenders or New Term Lenders, as applicable, and the Administrative Agent, its name, address, tax identification number and/or such other information as and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary for or appropriate, in the opinion of the Administrative Agent Agent, to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, effect the Patriot Actprovisions of this Section 2.1(e).

Incremental Facilities. The Borrower shall have (a) At any time from and after the right Closing Date, at the option of Borrowers (but subject to request increases the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or and the making of incremental term loans hereunder Maximum Revolver Amount not to exceed the Available Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental FacilityIncrease”) by providing written notice ). Agent shall invite each Lender to the Administrative Agent, which notice increase its Revolver Commitments (it being understood that no Lender shall be irrevocable once given; providedobligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, howeverand if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, that after giving effect then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to any such Incremental Facility the aggregate Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed at least $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersIn no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in consultation with no event shall the Borrower, shall manage all aspects aggregate amount of the syndication of such Incremental Facilities, including decisions as Increases to the selection Revolver Commitments exceed $25,000,000. (b) Each of the existing Lenders and/or other banks, financial institutions and other institutional lenders following shall be conditions precedent to be approached with respect to such increase or Incremental Term Loans any Increase of the Revolver Commitments and the allocations thereof among Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such existing Lenders and/or other banks(or prospective lenders), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any such requested increase must be an Eligible Assignee andIncrease, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such new Lender is assuming Revolving Commitmentsother documentation as Agent shall reasonably request, must be subject in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board, and (iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined increased Revolver Commitments with respect to the Lenders’ respective interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or 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 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margins (including floors) that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments is higher than the interest margins (including floors) applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which such margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto. (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving 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 increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver 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, without limiting the 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 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 increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment establishment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment new Revolver Commitments and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17Maximum Revolver Amount., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Parent Borrower shall have on behalf of the right Borrowers may by written notice to Administrative Agent elect to request the establishment of one or more increases in New Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”), by an aggregate amount not in excess of (when taken together with the aggregate amount (the “Excess Amount”) of New Loan Commitments (as defined in the CF Agreement as in effect on the Original Closing Date) under the CF Facility on the date such Incremental Revolving Credit Commitments become effective) $1,500,000,000 in the aggregate and not less than $100,000,000 individually (or such lesser amount of as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between $1,500,000,000 and all such Incremental Revolving Credit Commitments (when taken together with the Excess Amount on the date such Incremental Revolving Credit Commitments become effective) obtained on or prior to such date). Each such notice shall specify the making of incremental term loans hereunder date (“Incremental Term Loans”, and any such increase or Incremental Term Loanseach, an “Incremental FacilityIncreased Amount Date”) by providing written on which the Parent Borrower on behalf of the Borrowers proposes that the Incremental Revolving Credit Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of Parent Borrower may approach any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage Lender or any other Person (other than a natural person) to provide all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Incremental Revolving Loans Credit Commitments; provided that any Lender offered or approached to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such provide all or a portion of the outstanding principal amount of such Incremental Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payableCredit Commitments may elect or decline, if anyin its sole discretion, to provide a Incremental Revolving Credit Commitment. In each case, such Incremental Revolving Lenders under Section 5.4. Credit Commitments shall become effective, as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans applicable Increased Amount Date; provided that (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Credit Commitments, as applicable; (ii) both before and after giving effect to the making of any Incremental Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the Parent Borrower and its Restricted Subsidiaries shall be in existence on Pro Forma Compliance with the effective date covenant set forth in Section 10.9 of the CF Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such increase, Incremental Revolving Credit Commitments and any Investment to be consummated in connection therewith; (yiv) the representations Incremental Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and warranties made or deemed made delivered by the Borrower Borrowers and any other Loan Party in any Loan Document to Administrative Agent, and each of which such Loan Party is a party shall be true and correct in all material respects (except recorded in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty Register and shall be true and correct in all respects) on the effective date of such increase except subject to the extent that such representations and warranties expressly relate solely to an earlier date (requirements set forth in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsSections 5.4(d) on and as of such earlier date), and (ze); (v) the Parent Borrower on behalf of the Borrowers shall make any payments required pursuant to Section 2.11 in connection with the Incremental Revolving Credit Commitments, as applicable; and (vi) the Parent Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. The Parent Borrower on behalf of the Borrowers shall give the Administrative Agent shall have received prompt written notice of any increase in the aggregate amount committed in respect of the CF Facility. (b) On any Increased Amount Date on which Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the followingLenders with New Revolving Credit Commitments shall assign to each Lender with a Incremental Revolving Credit Commitment (each, a “Incremental Revolving Loan Lender”) and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders with New Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the New Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such New Revolving Credit Loans will be held by existing New Revolving Lenders and Incremental Revolving Loan Lenders ratably in accordance with their New Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the New Revolving Credit Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a New Revolving Credit Commitment and each Loan made thereunder (a “Incremental Revolving Loan”) shall be deemed, for all purposes, a New Revolving Credit Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Loan Commitment and all matters relating thereto. (c) [Reserved]. (d) The terms and provisions of the Incremental Revolving Loans and Incremental Revolving Credit Commitments shall be identical to the New Revolving Credit Loans and the New Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to opinion of the Administrative Agent, copies certified by to effect the Secretary or Assistant Secretary provision of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.172.14., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Parent Borrower and/or any Additional Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the their Incremental Term Loans or Revolving Commitments or the making of incremental term loans hereunder (any such increased Revolving Commitments, “Incremental Term Loans”, Revolving Commitments” and any facility under which such increase Incremental Term Loans or Incremental Term LoansRevolving Commitments are made available, an “Incremental Facility”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Additional Credit Extension Amendment specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansFacility or Facilities involved, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loansapplicable Incremental Facility Closing Date, (iii) the applicable Borrower(s) and (iv) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) shall not mature earlier than the amortization schedule for such Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Applicable Margin for such Incremental Term Loan Maturity DateLoans; provided, and that: (iv) shall be treated substantially the same (and in any event not more favorably thanA) the aggregate principal amount (or committed amount, if applicable) of all Incremental Term Loans and Incremental Revolving Loans. Effecting Commitments, together with the aggregate principal amount of any Permitted Incremental Facility under this Section is subject to Equivalent Debt, shall not exceed the following conditions precedent: Incremental Cap; (B) (x) with respect to any Incremental Term Loans being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, no Default or Event of Default has occurred and is continuing as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition or (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to any Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments pursuant thereto), no Default or Event of Default has occurred and is continuing or shall result therefrom; (C) the Parent Borrower shall be in existence compliance, as of any Incremental Facility Activation Date, on a pro forma basis (including giving pro forma effect to the effective date applicable Additional Credit Extension Amendment (including the making of any Incremental Term Loans and any Incremental Revolving Commitments thereunder (and assuming, in the case of any Additional Credit Extension Amendment with respect to Incremental Revolving Commitments that such increasecommitments are fully drawn) without the netting of proceeds thereof and any Permitted Acquisition made with the proceeds thereof)), with the financial covenants set forth in Section 7.1, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available; (yD) each of the representations and warranties made or deemed made by the Borrower and any other Loan Party in any or pursuant to the Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except in the case of a that any representation or warranty which is already qualified by as to materiality or by reference to Material Adverse Effect, in which case such representation or warranty Effect shall be true and correct in all respects) on (x) with respect to Incremental Term Loans being incurred to finance a Limited Conditionality Acquisition, as of the effective date of execution and delivery of the applicable acquisition, merger or similar agreement governing such increase except to acquisition (provided that, if agreed by the extent that Lenders providing such Incremental Term Loans, the only representations and warranties expressly relate solely that shall be required to be true and correct shall be those as are customarily required to be so true and correct in an earlier date acquisition subject to limited conditionality (in which case such representations and warranties shall have been be required to be true and correct in all material respects (except in as of the case of applicable Incremental Facility Activation Date, unless stated to relate to a representation or warranty qualified by materiality or Material Adverse Effectspecific earlier date, in which case case, such representation representations and warranties shall be required to be so true and correct in all material respects as of such earlier date)) or warranty (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to the applicable Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments (or Revolving Loans in respect thereof) pursuant thereto), in each case, unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all respects) on and material respects as of such earlier date; (E) the weighted average life to maturity of any Incremental Term Facility (other than the Specified Incremental Loans) shall be no earlier than the weighted average life to maturity of the Initial Term Facility; (F) all Incremental Term Loans and any Revolving Loans made in respect of Incremental Revolving Commitments shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and the Revolving Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party; (G) except with respect to pricing and fees or as otherwise set forth in this Section 2.25(a), all terms of any Incremental Term Facility, if not consistent with the applicable existing Term Facility, shall be determined between the Parent Borrower and (z) the Administrative Agent shall have received each of the following, in form lenders for such Incremental Term Facility and substance reasonably satisfactory to the Administrative Agent: ; provided that each Incremental Term Facility shall share ratably in any mandatory prepayments of the applicable Term Facility unless the Parent Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments; (iH) if not previously delivered any Incremental Revolving Commitments and the Revolving Loans in respect thereof shall be pursuant to the terms hereof otherwise applicable to the Revolving Facility and such Incremental Revolving Commitments shall become Revolving Commitments under this Agreement after giving effect to such Additional Credit Extension Amendment; (I) without the consent of the Administrative Agent, copies certified (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than five Incremental Facility Closing Dates may be selected by the Secretary Parent Borrower after the Amendment and Restatement Effective Date; and (J) no Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any New Lender that elects to provide Commitments under an Incremental Facility (i) to the extent such consent would be required for an assignment of such Loans or Assistant Secretary Commitments pursuant to Section 10.6 (such consent not to be unreasonably withheld, delayed or conditioned), shall be reasonably satisfactory to the Administrative Agent and, in the case of any Incremental Revolving Loans, the Issuing Lenders and the Swingline Lender and (Aii) all corporate, partnership, member or other necessary action taken shall become a Lender under this Agreement pursuant to an Additional Credit Extension Amendment. (c) Unless otherwise agreed by the Administrative Agent, on each Incremental Facility Closing Date with respect to the Revolving Facility, each 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 authorize the amount of each Type of Loan of such Borrower (and, in the case of Eurocurrency 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 by such Borrower on such Incremental Facility Closing Date and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement the aggregate amount of each such Type or Eurocurrency Tranche requested to this Agreement executed be so borrowed or effected by such Borrower had been proportionately increased. The Eurocurrency Rate applicable to any Eurocurrency Loan borrowed pursuant to the Borrower, preceding sentence shall equal the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments Eurocurrency Rate then applicable to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent Eurocurrency Loans of the Guarantors thereto; other Lenders in the same Eurocurrency Tranche (iii) an opinion or, until the expiration of counsel to the then-current Interest Period, such other rate as shall be agreed upon between the Parent Borrower and the Guarantorsrelevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Incremental Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and addressed to terms of the Incremental Term Loans or Revolving Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; Parent Borrower and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide furnished to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actparties hereto.

Incremental Facilities. (a) The Administrative Borrower shall have the right upon up to two occasions (i) by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request increases an increase in the aggregate Revolving Commitments, or (ii) to establish one or more additional classes of term loans by an agreement (a “Term Increase Amendment”) in writing entered into by the Administrative Borrower, the Borrower of such term loans (if not the Administrative Borrower), the Administrative Agent and each Person (including any Lender) that shall agree to make a term loan of any class so established. Any increase in the aggregate Revolving Commitments or establishment of an additional class of term loans, and any Term Increase Amendment, shall require the consent only of the Lenders or other Persons increasing their Revolving Commitments or extending new Revolving Commitments or term commitments but not the consents of any other Lenders, and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement. The amount of any increase of the Revolving Commitments or the making principal amount of incremental any new term loans hereunder (is referred to herein as the “Incremental Term LoansIncrease Amount”, ). It shall be a condition to any increase in the aggregate Revolving Commitments or establishment of an additional class of term loans that at the time of any Commitment Increase Notice and any at the time such increase or Incremental the applicable Term LoansIncrease Amendment would become effective, an “Incremental Facility”as applicable (i) by providing written notice to the Administrative Agent, which notice no Default shall have occurred and be irrevocable once given; provided, however, that continuing or would exist after giving effect to any such Incremental Facility increase in the Revolving Commitments or such additional term loans, (ii) the Administrative Borrower shall be in pro forma compliance with all of the covenants of Section 6.9 after giving effect to such increase in the Revolving Commitments or the borrowing of such additional term loans as if incurred on the first day of the applicable Reference Period, and (iii) the aggregate amount of all Increase Amounts during the sum term of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) this Agreement shall not exceed $650,000,000. The allocation US$50,000,000. (b) In the case of any an increase between of the aggregate Revolving Commitments and Incremental Term Loans Commitments, the Commitment Increase Notice shall be made at delivered by the Administrative Agent to the Lenders and shall specify a time period selected by the Administrative Borrower requests within which each Lender is requested to respond to such increaseCommitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such Commitment Increase Notice to the Lenders). Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment. The Administrative Agent shall notify the Administrative Borrower and each Lender of the Lenders’ responses to each request made hereunder. After the expiration of the time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Revolving Commitments, invite one or more other Persons (other than individuals) (each an “Additional Lender”) that have agreed to provide the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) may be admitted as a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection accordance with the provisions of Section 10.4(e). None of the Administrative Agent, the Initial Lenders or any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such other Lender shall on have any obligation or other commitment to provide all or any portion of the date it becomes a Lender hereunder (or Increase Amount. Any such increase in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage shall become effective upon written notice by the Administrative Agent (determined with respect to which shall be promptly delivered by the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving CommitmentsAdministrative Agent) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on Lenders specifying the effective date of such increase except in Revolving Commitments, together with a revised Schedule 2.1 stating the new Revolving Commitments, and, in respect thereof, the Revolving Commitment of each Additional Lender, the respective continuing Revolving Commitments of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Revolving Commitments, each Additional Lender shall make all (if any) such payments to the extent Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans being held by such Additional Lender and the other Lenders ratably in accordance with their Applicable Percentages. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having a Revolving Commitment hereunder in respect of such amounts, that such representations payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and warranties expressly relate solely that such Additional Lender may exercise all of its rights of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be required to be paid by the Administrative Borrower pursuant to Section 2.15 had such payments been made directly by the Administrative Borrower. (c) In the case of the establishment of a representation or warranty qualified by materiality or Material Adverse Effectnew class of term loans, in the Term Increase Amendment 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 case shall not be earlier than the Maturity Date), any provisions relating to amortization (it being agreed that the weighted average life of such representation or warranty loans may be no less than the then current weighted average life of the Term Loans and that there shall be true no provisions for mandatory prepayments of and correct offers to prepay the term loans of any such class) and the interest to accrue and be payable thereon and any fees to be payable in all respects) on and as of such earlier date)respect thereof, and to effect such other changes (zincluding changes to the provisions of Sections 2.17 and 10.2, 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 Administrative Borrower and the Administrative Agent shall have received deem necessary or advisable in connection with the establishment 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 term loans but not the then outstanding Classes of Loans and Commitments without the prior written consent of Lenders holding a majority in interest of each such Class. The term loans of the followingany class established pursuant to this Section shall, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered extent provided in the agreement entered into in connection therewith, be entitled to all the Administrative Agent, copies certified benefits afforded by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantorsother Loan Documents, and addressed to shall benefit equally and ratably from the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActSubsidiary Guarantee Agreement.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) Representative may by providing written notice to the Administrative Agent elect to request the establishment of one or more increases in Commitments of any Class (the “Incremental Revolving Credit Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount at the time of incurrence thereof and not less than $5,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the Maximum Incremental Facilities Amount at such time) and in a multiple of $100,000 in excess thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments shall be effective. The Borrower Representative may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the Incremental Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Revolving Credit Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment, and the Borrower Representative shall have no obligation to approach any existing Lender to provide any Incremental Revolving Credit Commitment. If the existing Lenders approached by the Borrower Representative (if any) are unwilling to increase their applicable commitments by an amount equal to the requested Incremental Revolving Credit Commitments, the Administrative Agent, at the request of and in consultation with Borrower Representative, will use its commercially reasonable efforts to obtain one or more Persons (other than any natural Person) which notice shall are not then Lenders (which Persons may be irrevocable once givensuggested by the Borrower Representative) to become party to the Credit Documents and to provide a commitment to the extent necessary to satisfy Borrower Representative’s request for Incremental Revolving Credit Commitments, as the case may be; provided, however, (a) compensation for any such assistance by the Administrative Agent shall be mutually agreed by the Administrative Agent and Borrower Representative, (b) such assistance shall be subject to the execution of a customary engagement letter and (c) Administrative Agent shall have no obligation to provide any such Incremental Revolving Credit Commitment. In each case, such Incremental Revolving Credit Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) (x) other than as described in the immediately succeeding clause (y), no Event of Default shall exist on such Increased Amount Date immediately before or immediately after giving effect to such Incremental Revolving Credit Commitments or (y) if such Incremental Revolving Credit 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 notice, then no Event of Default under Section 12.1 or Section 12.5 shall exist on such Increased Amount Date, (ii) the Incremental Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 6.4(e) and (iii) the Borrowers shall make any payments required pursuant to Section 2.11 in connection with the Incremental Revolving Credit Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). For all purposes of this Agreement, any Incremental Revolving Credit Commitments made on an Increased Amount Date shall be designated a part of the series of existing Commitments of the applicable Class subject to such increase. (b) On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each loan made (including, where applicable, a loan made by way of Banker’s Acceptances or BA Equivalent Notes) under an Incremental Revolving Credit Commitment (an “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Loan and (ii) each Lender with an Incremental Revolving Credit Commitment (each an “Incremental Revolving Loan Lender”) shall become a Lender with respect to the Incremental Revolving Credit Commitment and all matters relating thereto; provided that the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 14.6(b) for an assignment of Incremental Revolving Credit Loans or Incremental Revolving Credit Commitments, as applicable, to such Incremental Revolving Loan Lender. (c) On any Increased Amount Date, each Lender in respect of the applicable Class of Commitments immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Loan Lender in respect of such increase, and each such Incremental Revolving Loan Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit, so that after giving effect to any each such Incremental Facility deemed assignment and assumption of participations, the percentage of the aggregate amount outstanding participations hereunder in such Letters of the sum of the Credit held by each Lender holding Revolving Commitments plus the principal amount of Term Loans (including any each such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Loan Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in will equal the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time percentage of the effectiveness aggregate Total Revolving Credit Commitments of all Lenders under the applicable Incremental FacilityCredit Facilities. In connection with any Incremental FacilityRevolving Credit Commitment hereunder, upon the request of the Borrower Representative, the Letter of Credit Commitment may be increased with the approval of the Letter of Credit Issuer and the Administrative Agent by an amount not to exceed the amount of such Incremental Revolving Credit Commitment, in their sole and absolute discretion. Additionally, if any Lender becoming a party hereto Revolving Loans of the Class of Revolving Loans that are being increased are outstanding at the time any Incremental Revolving Credit Commitments are established, the applicable Lenders immediately after effectiveness of such Incremental Revolving Credit Commitments shall (1) execute purchase and assign at par such documents and agreements amounts of the Revolving Loans of such Class outstanding at such time as the Administrative Agent may reasonably request require such that all of the Lenders effectively participate in each of the outstanding Revolving Loans of such Class on a pro rata basis of their Revolving Credit Commitment Percentages in respect of such Class immediately after giving effect to all such assignments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (2d) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Class of Commitments subject to such increase and the related Revolving Loans of such Class; provided, that underwriting, arrangement, upfront or similar fees that may be agreed to among the Borrower Representative and the Lenders providing and/or arranging such Incremental Revolving Credit Commitments may be paid in connection with such Incremental Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the case opinion of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent and the Borrower Representative, to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, effect the Patriot Actprovisions of this Section 2.14.

Incremental Facilities. The Borrower shall have the right to request increases in the aggregate amount (a) Provided there exists no Default or Event of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”Default, and subject to the conditions set forth in clause (f) below, the Borrower may at any such increase time or Incremental Term Loansfrom time to time after the Closing Date, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility request (i) one or more tranches of new term loans (“New Term Loans”) under one or more new term facilities (each a “New Term Loan Facility”) or (ii) one or more increases in the aggregate total amount of the sum of the Revolving Commitments plus the principal amount of (each an “Additional Term Commitment”) and any Loans advanced pursuant to such Additional Term Commitments being Term Loans (including for all purposes of this Agreement, up to an aggregate total amount with respect to all New Term Loans or Term Loans made as a result of any such Incremental Additional Term Loans) shall Commitments not to exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum 20,000,000 or a lesser amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental 5,000,000. (i) Each New Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Loan Facility (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Term Loan A, shall rank senior in right of payment to the Term Loan B, and shall rank pari passu in right of security and rights under the Subsidiary Guarantees and in and to the Collateral with the other Term Loans and (B) shall not mature prior to the latest Maturity Date applicable to the Term LoansLoan A, shall not have an Average Life shorter than the Average Life of the Term Loan A and shall not be subject to amortization, (ii) the New Term Loans in respect to such New Term Loan Facility shall be equally and ratably secured with the Revolving Loans and Term Loansentitled to share in all prepayments pursuant to Section 2.03 as specified in Section 2.03(c), (iii) each New Term Loan shall bear interest at a fixed rate per annum, provided that, in the case of Incremental Term Loans, (x) shall not mature earlier than event that such interest rate exceeds the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior interest rate relating to the Term Loan Maturity DateA immediately prior to the effectiveness of the applicable New Term Loan Facility, the interest rate for the Term Loan A shall be adjusted to be at least equal to the interest rate relating to such New Term Loan Facility, provided further, that in determining the interest rate for the New Term Loan Facility solely for the purpose of this Section, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the New Lenders providing New Term Loan Commitments in the initial primary syndication thereof shall be included and equated to interest (with OID or upfront fees being equated to interest based on an assumed four-year life to maturity), and (B) customary arrangement, underwriting, structuring or commitment fees payable to one or more arrangers (or their affiliates) of the New Term Loan Facility shall be excluded, and provided further, that, in the event that the New Lenders are paid or earn any fees in excess of the Closing Fee and Exit Fee payable on the Term Loan A or on better terms, an amount equal to such incremental fees shall be paid to, or such better terms shall be offered to, the Term Loan A Lenders, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date all other terms of such increaseNew Term Loans, if not consistent with the terms of the Term Loans, (yA) the representations and warranties made or deemed made by will be as agreed between the Borrower and any other Loan Party in any Loan Document to which the New Lenders providing such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility New Term Loans and (B) all corporateshall not be more restrictive than the terms of the existing Term Loans unless the Lenders under the Term Loans also receive the benefit of the more restrictive terms (without any consent being required); provided that the terms of the New Term Facility may include pro rata mandatory prepayment requirements for asset sales and other mandatory prepayment events so long as such mandatory prepayment events shall also apply to Term Loans. (c) Any Term Loans made in connection with or pursuant to any Additional Term Commitments shall have the same terms and conditions as the Term Loans applicable thereto. (d) Each notice from the Borrower pursuant to this Section 2.10 shall set forth (i) with respect to any Additional Term Commitments, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty requested amount of such Incremental Facility; Additional Term Commitments, the proposed effective date for the making of Term Loans pursuant to such Additional Commitments (the “Additional Commitment Effective Date”) and the amount of OID or upfront fees payable in connection with such Additional Term Commitments and (ii) a supplement with respect to this Agreement executed by the Borrowerany New Term Loan Facility, the Administrative Agent requested amount of New Term Loans, the proposed terms of the relevant New Term Loan Facility and any Lender providing the proposed effective date for the making of such Incremental Facility, which supplement may include such amendments to this agreement as New Term Loan Facility (the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., “New Term Loan Effective Date” and together with any Additional Commitment Effective Date, the consent “Increase Effective Date”). New Term Loans or Additional Term Commitments may be made or provided by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of the Guarantors theretoany New Term Loan or provide any Additional Term Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called a “New Lender”); (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed provided any such New Lenders shall be reasonably acceptable to the Administrative Agent and the Lenders covering such matters Borrower. (e) Commitments in respect of New Term Loans (“New Term Loan Commitments”) and Additional Term Commitments shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as reasonably requested by appropriate, the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes other Loan Documents, executed by the Borrower, payable each New Lender, any other Lender providing a New Term Loan or Additional Term Commitment and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lender, effect such amendments to any Lenders participating in such Incremental Facility, this Agreement (including amendments to Schedule IA or IB) and the other Loan Documents as applicablemay be necessary, in the amount reasonable opinion of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case Borrower, to effect the provisions of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the this Section 2.10. The Administrative Agent may take any and all action as may be reasonably necessary to comply with “know your customer” and Anti-Money Laundering Lawsensure that any Term Loans made pursuant to any Additional Term Commitment, including without limitationwhen originally made, the Patriot Actare included in each Borrowing of outstanding Term Loans on a pro rata basis.

Incremental Facilities. The (a) Pursuant to the terms and subject to the conditions hereof, after the Eighth Amendment Effective Date, the Borrower shall have may request, from any Lender or any New Lender, with at least 10 Business Days’ (or such shorter period as may be agreed by the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”Administrative Agent) by providing prior written notice to the Administrative Agent, which notice shall (i) new term loans under one or more new term loan credit facilities to be irrevocable once given; provided, however, that after giving effect to included in this Agreement (the “New Term Loan”) and/or (ii) increases in the amount of Revolving Commitments (any such Incremental Facility new commitments, collectively, the aggregate amount of “New Revolving Commitments” and, any loans made thereunder, the sum of the “New Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers”, in consultation together with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental New Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee andthe “New Loans”), if such new Lender is assuming Revolving Commitments, must be subject to the consent proceeds of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenderswhich, in same day fundseach case, an amount equal to may be used for general corporate purposes (A) the portion such increase of the outstanding principal amount of the Loans or Commitments, a “Facility Increase”). (b) The terms of such New Term Loans, the New Revolving Commitments or New Revolving Loans, as the case may be, shall be determined by the Borrower and the applicable Lenders or New Lenders providing such New Loans or New Revolving Commitments; provided, that: (i) such New Term Loans shall (A) have a final maturity no earlier than the Latest Maturity Date and a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of any existing Series of Term Loans; (B) have Applicable Rates and amortization schedules determined by the Borrower and the Lenders or New Lenders with respect thereto; and (C) otherwise be on terms, to the extent not identical to the terms of the initial Term Loans, reasonably satisfactory to the Administrative Agent and the Borrower; and (ii) such New Revolving Commitments and New Revolving Loans shall be identical to be purchased by the Revolving Commitments and the Revolving Loans. (c) In connection with any Facility Increase after the Twelfth Amendment Effective Date, such LenderFacility Increase (when aggregated with any outstanding New Loans or New Revolving Commitments), together with the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.18(h), shall not exceed, at the time of incurrence thereof, the sum of (the amount available under clause (A) through (C) below, the “Available Incremental Amount”) (A) an amount equal to the greater of (x) $400,000,000 and (y) 100% of Consolidated Adjusted EBITDA for the most recently ended Measurement Period for which financial statements have been delivered, plus (B) the aggregate amount of payments previously made by any permanent optional reductions of the other Revolving Lenders under Section 2.4.(j) that have not been repaidCommitments, plus (C) interest accrued and unpaid an unlimited amount such that, after giving effect to and as the incurrence of such date on amount (which shall be deemed to include the full amount of any Facility Increase being implemented at such portion of time assuming that the outstanding principal full amount of such Facility Increase had been drawn), the Total Net Leverage Ratio would not exceed 2.5 to 1.0 for the most recently ended Measurement Period for which financial statements have been delivered and calculated on a pro forma basis (but calculating the Total Net Leverage Ratio without netting the cash proceeds from such Loans, and without giving effect to any substantially simultaneous incurrence of Indebtedness made pursuant to clauses (A) or (B) of this Section 2.18(c) or clause (A) of Section 6.01(c)); provided, that each request for New Loans or New Revolving LoansCommitments shall be for a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount that may be requested under this Section 2.18(c) provided further that the Borrower may elect to use clause (C) of the Available Incremental Amount prior to using clauses (A) or (B) of the Available Incremental Amount, and if both clause (C) and clauses (A) or (B) of the Available Incremental Amount are available, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use clause (C) of the Available Incremental Amount first. (d) The terms of any New Loans shall be established pursuant to an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each applicable Lender or New Lender providing such New Loans and the Administrative Agent (each such amendment, an “Incremental Amendment”). Each such Incremental Amendment and all other documentation in respect of such New Loans shall be reasonably satisfactory to the Administrative Agent and the Borrower. The Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) of such Incremental Amendment, which shall be promptly notified to the Lenders. Upon the Incremental Effective Date, each applicable Lender or New Lender providing any Incremental Loan shall become a “Lender”, and such Incremental Loan shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Borrower and Administrative Agent shall pay agree to the Revolving Lenders amounts payablesuch procedures, if any, as are necessary to such Revolving Lenders under accomplish the purposes of this Section 5.42.18. (e) No Lender shall be obligated to provide any New Loans unless it so agrees in its sole discretion. as The Administrative Agent may elect or decline to arrange any New Loans in its sole discretion. (f) The repayment (other than in connection with a result of scheduled repayment or a repayment at maturity) and the prepayment of any such New Term Loans shall be made on a pro rata basis with all other outstanding Term Loans and the repayment (other than in connection with a repayment at maturity) and the prepayment of any New Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans; provided, that if the applicable Lenders providing such New Loans so agree, such Lenders may participate on a less than pro rata basis in any repayment or prepayment hereunder. Revolving Loans made pursuant On any Incremental Effective Date, subject to any increased Revolving Commitment the satisfaction of the terms and the Incremental Term Loans conditions set forth in this Section 2.18, (i) each of the existing Revolving Lenders shall rank pari passu assign to each of the New Revolving Lenders, and each of the New Revolving Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in right of payment with the New Revolving Commitments outstanding on such Incremental Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Commitments will be held by existing Revolving Lenders and New Revolving Lenders ratably after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments. (g) No Incremental Amendment shall become effective unless all of the following conditions are met: (i) Each of the conditions precedent set forth in Section 4.02 are satisfied as of the date of such Incremental Amendment (including the condition that as of the date of such Incremental Amendment, no event shall have occurred and be continuing or would result from the consummation of such Incremental Amendment that would constitute a Default or an Event of Default (provided that, with respect to any New Loans and Term the primary purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this Section 2.18(g)(i) shall be that no Event of Default under clauses (a) or (b) of Article VII or, solely with respect to the Borrower, clauses (h) or (i) of Article VII, shall exist after giving effect to such New Loans, ); (ii) each Incremental Amendment shall be equally contain a representation and ratably secured with warranty by the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) Borrower that the representations and warranties made or deemed made by of (A) the Borrower contained in Article 3 and any (B) each Loan Party contained in each other Loan Party Document or in any Loan Document to which such Loan Party is a party shall be document furnished at any time under or in connection herewith or therewith are true and correct in all material respects (except in the case without duplication of a representation or warranty qualified by any materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsqualifier contained therein) on and as of the effective date of such increase Incremental Amendment, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectdate, in which case such representation or warranty they shall be true and correct in all respects) on and as of such earlier datedate (provided that, with respect to any New Loans the primary purpose of which is to finance a Limited Condition Transaction, the only representations and warranties, the breach or inaccuracy of which shall be a condition to funding, shall be customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such New Loans), and )); (ziii) the Administrative Agent Loan Parties shall have received each of reaffirm their respective obligations under the following, in form and substance Collateral Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent: ; (iiv) if not previously requested by the Administrative Agent, constituent documents of the Loan Parties, resolutions (or equivalent authorization) of each Loan Party’s board of directors (or equivalent body) or shareholders (or equivalent), as applicable, approving such Incremental Amendment shall be delivered to the Administrative AgentAgent and an opinion or opinions of counsel reasonably satisfactory to the Administrative Agent as to the enforceability of the Incremental Amendment, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by as amended thereby and such of the other Loan Documents (if any) as may be amended thereby; and (v) the Borrower, the Administrative Agent and each applicable Lender shall execute and deliver to the Administrative Agent any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement documentation as the Administrative Agent deems shall reasonably necessary or appropriate specify to implement evidence the transaction contemplated by such Incremental Facility contemplated by this Section 2.17.Amendment (h) The Borrower may utilize the Available Incremental Amount in respect of one or more series of senior unsecured notes or term loans, issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed, together with the consent aggregate amount of all Facility Increases, the Available Incremental Amount (“Incremental Equivalent Debt”); provided that such Incremental Equivalent Debt (i) does not have a final maturity date earlier than the latest then applicable Maturity Date (as determined as of the Guarantors thereto; date of incurrence of such Incremental Equivalent Debt), or a shorter weighted average life to maturity than the weighted average life to maturity of the Commitments outstanding at such time, (ii) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and, solely with respect to any term loans, amortization and prepayment premiums) no more restrictive than those under the credit facilities provided for herein (except for covenants or other provisions which are provided to the Lenders or are applicable only to periods after the latest then applicable Maturity Date (as determined in good faith by the Borrower as of the date of incurrence of such Incremental Equivalent Debt)), (iii) to the extent guaranteed, shall not be guaranteed by any Person other than the Loan Parties, and (iv) after giving effect to any such Incremental Equivalent Debt and the use of proceeds thereof, the Borrower shall be in compliance with the financial covenant set forth in Section 6.08 on a pro forma basis. To the extent the Borrower provides first lien security for the benefit of all Lenders, the Borrower may utilize the Available Incremental Amount in respect of one or more series of senior secured first lien notes or term loans or senior secured junior lien notes or term loans, issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an opinion of counsel indenture, credit agreement or otherwise, so long as the conditions set forth in the previous sentence are satisfied and (i) such notes or term loans are not secured by any asset that does not also secure the Obligations hereunder on a pari passu basis with liens securing such notes or term loans, and (ii) such notes or term loans shall be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”may, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent from time to time, request Incremental Loan Commitments in an amount not to exceed, together with all Incremental Loan Commitments provided to the Borrower pursuant to this Section 2.24 (whether or not utilized), the Incremental Loan Amount from one or more Incremental Lenders, all of which must be Eligible Assignees. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility set forth (i) the aggregate amount of the sum of the Revolving Incremental Loan Commitments plus the principal amount of Term Loans being requested (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans which shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate in minimum increments of $2,500,000 and a minimum amount of $25,000,000 10,000,000 or such lesser amount equal to the remaining Incremental Loan Amount, as applicable, or such other amounts as the Administrative Agent may agree to) and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with (ii) the Borrower, date (an “Increased Amount Date”) on which such Incremental Loan Commitments are requested to become effective (which shall manage all aspects of not be less than 10 Business Days nor more than 60 days after the syndication date of such notice (or such other number of days as the Administrative Agent may agree to)). (b) The Borrower may seek Incremental Facilities, including decisions as to the selection of the Loan Commitments from existing Lenders and/or other (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 (all of which must be Eligible Assignees consented to by the Swing Line Lender and the Issuing Banks (such consent not to be approached with respect to unreasonably withheld or delayed) (any such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banksadditional bank, financial institutions and institution or other institutional lenderslender, an “Additional Lender”), who will become Incremental Lenders in connection therewith. No The Borrower and each Incremental Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, execute and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available deliver to the Administrative Agent for the account of an Incremental Loan Assumption Agreement and such other Lenders, in same day funds, an amount equal documentation as the Administrative Agent shall reasonably specify to (A) evidence the portion Incremental Loan Commitment of each Incremental Lender or Additional Lender. The terms and provisions of the outstanding principal amount of such Revolving Incremental Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case identical to those of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting All Incremental Loan Commitments shall be documented solely as an increase to the Revolving Credit Commitments and all Incremental Loans shall be identical to all Revolving Loans, other than in respect of any arrangement, commitment or upfront fees payable to any Incremental Facility Lenders or any arranger appointed in connection therewith in connection with such increase to the Revolving Credit Commitments on or prior to the Increased Amount Date in respect thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Loan Commitments and the Incremental Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. (c) Notwithstanding the foregoing, no Incremental Loan Commitment shall become effective under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence 2.24 unless, on the effective date of such increaseeffectiveness, (yi) the representations conditions set forth in Sections 4.01(b), 4.01(c) and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party 4.01(d) shall be true satisfied and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Borrower would be in Financial Covenant Compliance, (iii) except as otherwise specified in the applicable Incremental Loan Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the followingIncremental Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02, (iv) the Administrative Agent and each applicable Lender shall have received all fees and expenses owed in form respect of such Incremental Loan Commitments and substance (v) the terms and documentation in respect of such Incremental Loan Commitments, to the extent not consistent with this Agreement and the other Loan Documents, shall be reasonably satisfactory to the Administrative Agent: . (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Loans, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Borrowing to be converted into an ABR Borrowing on the date of each Incremental Loan. Any conversion of Eurodollar Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.15. (e) On any Increased Amount Date on which Incremental Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) if not previously delivered each of the existing Revolving Credit Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof, such interests in the outstanding Revolving Loans and participations in Letters of Credit and Swing Line Loans outstanding on such Increased Amount Date that will result in, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit and Swing Line Loans being held by existing Revolving Credit Lenders and Incremental Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty addition of such Incremental Facility; Loan Commitments to the Revolving Credit Commitments, (ii) each Incremental Loan Commitment shall be deemed for all purposes a supplement to this Agreement executed by Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and have the Borrowersame terms as any existing Revolving Loan, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel each Incremental Lender shall become a Lender with respect to the Borrower Revolving Credit Commitments and all matters relating thereto. (f) The proceeds of any Incremental Loans shall be used for the Guarantorspurposes specified in the introductory statement to this Agreement, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized extent permitted under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActAgreement.

Incremental Facilities. (a) The Borrower shall have may on one or more occasions, by written notice to the right to Agent, request increases in the establishment, during the Availability Period, of Incremental Commitments, provided that the aggregate amount of all the Revolving Incremental Commitments established hereunder shall not exceed the Incremental Facility Maximum Amount during the term of this Agreement. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than five Business Days (or such shorter period as may be agreed to by the making of incremental term loans hereunder (“Incremental Term Loans”Agent) after the date on which such notice is delivered to the Agent, and any such increase or Incremental Term Loans, an “Incremental Facility”(B) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans Incremental Commitments, being requested (including it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Term LoansCommitment and (y) shall any Person that the Borrower proposes to become an Incremental Lender, if such Person is not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangersthen a Lender, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee andand must be approved by the Agent, which approval shall not be unreasonably withheld or delayed). (b) The terms and conditions of any Incremental Commitment and the Loans and other extensions of credit to be made thereunder shall be identical to those of the Commitments and the Loans and other extensions of credit made thereunder; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Commitments or Loans and other extensions of credit made thereunder, such new increase shall be permitted if the interest rate or fees payable in respect of the other Commitments or Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Commitments or Loans and other extensions of credit made thereunder, as the case may be. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank providing such Incremental Commitments and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender Agent; provided that no Incremental Commitments shall become effective unless (i) on the date it becomes a Lender hereunder of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and including after giving effect to the increase making of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans thereunder to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payabledate), if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred and be in existence continuing, (ii) on the effective date of effectiveness thereof and after giving effect to the making of Loans thereunder to be made on such increasedate, (y) the representations and warranties made or deemed made by of the Borrower and any other set forth in the Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a representation or warranty qualified by materiality or Material Adverse Effectprior date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier prior date, (iii) after giving effect to such Incremental Commitments, the Maximum Available Amount shall not exceed the maximum aggregate principal amount of secured Indebtedness of the Borrower permitted by the NHL to be outstanding at such time, (iv) the Borrower shall make any payments required to be made pursuant to Section 2.13 in connection with such Incremental Commitments and the related transactions under this Section, and (v) the Borrower shall have delivered to the Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (ii) (A) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the Aggregate Commitment shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Exposures and the Applicable Percentages of all the Lenders shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate principal amount of the Loans outstanding (the “Existing Borrowings”) immediately prior to the effectiveness of such Incremental Commitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Borrowings, (iii) each Incremental Lender that shall not have had a Commitment prior to the effectiveness of such Incremental Commitments shall pay to Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Borrowings, (iv) after the Agent receives the funds specified in clauses (ii) and (iii) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Borrowings, (v) after the effectiveness of such Incremental Commitments, the Borrower shall be deemed to have made new Borrowings (the “Resulting Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Borrowing (calculated after giving effect to the effectiveness of such Incremental Commitments), and (zvii) the Administrative Agent Borrower shall have received pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Borrowings. The deemed payments of the following, in form and substance satisfactory Existing Borrowings made pursuant to the Administrative Agent: clause (i) if not previously delivered above shall be subject to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken compensation by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel pursuant to the Borrower and provisions of Section 2.13 if the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time date of the effectiveness of such Incremental Commitments occurs other than on the applicable Incremental Facility. In connection with last day of the Interest Period relating thereto. (f) The Agent shall notify the Lenders promptly upon receipt by the Agent of any notice from the Borrower referred to in Section 2.18(a) and of the effectiveness of any Incremental FacilityCommitments, any Lender becoming a party hereto shall (1) execute such documents and agreements as in each case advising the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside Lenders of the United States details thereof and of America, provide the Applicable Percentages of the Lenders after giving effect thereto and of the assignments required to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent made pursuant to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActSection 2.18(e).

Incremental Facilities. The So long as no Event of Default exists or would arise therefrom, the Borrower shall have the right right, at any time and from time to time after the Closing Date to (i) request increases new term loan commitments under one or more new term loan credit facilities to be included in this Agreement and/or increase the aggregate principal amount of the Revolving Commitments or the making any class of incremental term loans hereunder Term Loans (each, an “Incremental Term Facility” and, collectively, the “Incremental Term Loan Commitments”) and/or (ii) increase the Total Revolving Commitment (each, an “Incremental Revolving Facility” and, such commitments, the “Incremental Revolving Commitments”; together with the Incremental Term Loan Commitments, the “Incremental Commitments” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans”” and, and together with any such increase or Incremental Term Loans, an “Incremental FacilityLoans”) by providing written notice so long as the aggregate outstanding principal amount of all unutilized Incremental Commitments and Incremental Loans does not exceed the Incremental Amount (and the Borrower shall deliver a certificate, on or prior to the date on which such Incremental Commitment shall become effective to the Administrative Agent, which notice Agent certifying that the Borrower is in compliance with this Section 4.17). Any Incremental Term Loan Commitment Incurred in the form of increases to any Class of existing Term Loans shall be irrevocable once given; provided, however, that after giving effect identical to any and form part of such Term Loans. Any Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus shall be Incurred in the principal amount form of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between increases to the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 identical to and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount form part of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Borrower shall have may, at any time, on one or more occasions pursuant to an Incremental Facility Agreement (i) add one or more new tranches of term facilities and/or increase the right to request increases in the aggregate principal amount of the Revolving Commitments Tranche B-1 Term Loans or the making of incremental any Additional Term Loans by requesting new term loan commitments to be added to such Loans (any such new tranche or increase, an “Incremental Term Facility” and any loans hereunder (made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and ) and/or (ii) add one or more new tranches of incremental revolving “cash-flow” facilities and/or increase the aggregate amount of Commitments of any existing Class of Incremental Revolving Commitments (any such increase new tranche or increase, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and, together with any Incremental Term Loans, an “Incremental FacilityLoans”) by providing written notice to ); provided that the Administrative Agent, which notice aggregate principal amount of all Incremental Facilities incurred after the Third Amendment Effective Date shall be irrevocable once givennot exceed the Incremental Cap; provided, howeverfurther, that after giving effect that: (i) no Incremental Commitment may be less than $5,000,000, (ii) except as separately agreed from time to time between the Borrower and any Lender, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender, (iii) no Incremental Facility or Incremental Loan (or the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a Lender providing all or part of any Incremental Commitment or Incremental Loan, (iv) no Incremental Revolving Facility will mature earlier than any then-applicable Latest Revolving Loan Maturity Date or require any scheduled amortization or mandatory commitment reduction prior to such Maturity Date, (v) the Effective Yield applicable to any Incremental Facility or Incremental Loans will be determined by the Borrower and the lenders providing such Incremental Facility or Incremental Loans; provided that in the aggregate amount case of any Incremental Term Facility which are pari passu with the sum of the Revolving Commitments plus the principal amount of Initial Term Loans (including any in right of payment and with respect to security, such Effective Yield applicable thereto will not be more than 0.50% higher than the Effective Yield applicable to the Class of Initial Term Loans denominated in the same currency as such Incremental Term LoansFacility unless the Applicable Rate with respect to such Initial Term Loans is adjusted to be equal to the Effective Yield with respect to the relevant Incremental Term Facility, minus 0.50%, (vi) shall not exceed $650,000,000. The allocation of the final maturity date with respect to any increase between the Revolving Commitments and Incremental Term Loans shall be made no earlier than the Latest Term Loan Maturity Date at the time Borrower requests such increase. Each such of the incurrence thereof, (vii) the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the then-existing tranche of Term Loans (without giving effect to any prepayments thereof), (viii) (A) any Incremental Term Facility may rank pari passu with or junior to any then-existing tranche of Term Loans in right of payment and pari passu with or junior to any then-existing tranche of Term Loans with respect to security or may be unsecured (and to the extent the relevant Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation is pari passu with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as or subordinated to the selection Term Loans in right of payment or security and documented in a separate agreement, it shall be subject to an Acceptable Intercreditor Agreement) and (B) no Incremental Facility may be (x) guaranteed by any Person which is not a Loan Party or (y) secured by any assets other than the Collateral, (A) any prepayment (other than any scheduled amortization payment) of Incremental Term Loans that are pari passu with any then-existing Lenders and/or Term Loans in right of payment and security shall be made on a pro rata basis with such existing Term Loans and (B) any prepayment (other banks, financial institutions and other institutional lenders than any scheduled amortization payment) of Incremental Term Loans that are subordinated to any then-existing Term Loans in right of payment or security shall be approached made on a junior basis with respect to such increase or existing Term Loans (and all other then-existing Additional Term Loans requiring ratable prepayment), except, in each case, that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro rata basis), (x) except as otherwise agreed by the lenders providing the relevant Incremental Facility in connection with a Permitted Acquisition or other Investment permitted by the terms of this Agreement, no Event of Default shall exist immediately prior to or after giving effect to such Incremental Facility, (xi) except as otherwise required or permitted in clauses (v) through (ix) above, all other terms of any Incremental Term Facility, if not consistent with the terms of the Initial Term Loans, shall be reasonably satisfactory to the Borrower and the allocations thereof among Administrative Agent (it being understood that (x) any terms which are not consistent with the terms of the Initial Term Loans and are applicable only after the then-existing Latest Term Loan Maturity Date shall be deemed satisfactory to the Administrative Agent and (y) terms contained in such existing Incremental Term Facility that are more favorable to the lenders or the agent of such Incremental Term Facility than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders and/or other banksor, financial institutions as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Incremental Facility Agreement) shall be deemed satisfactory to the Administrative Agent), (xii) the proceeds of any Incremental Facility may be used for working capital and other institutional lenders. No Lender shall general corporate purposes and any other use not prohibited by this Agreement, (xiii) on the date of the making of any Incremental Term Loans that will be obligated in added to any way whatsoever to increase its Revolving Commitment Class of Initial Term Loans or provide a new Revolving Commitment or Incremental Additional Term Loans, and notwithstanding anything to the contrary set forth in Section 2.08 or 2.13, such Incremental Term Loans shall be added to (and constitute a part of) each borrowing of outstanding Initial Term Loans or Additional Term Loans, as applicable, of the same type with the same Interest Period of the respective Class on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Lender providing such Incremental Term Loans will participate proportionately in each then outstanding borrowing of Initial Term Loans or Additional Term Loans, as applicable, of the same type with the same Interest Period of the respective Class; and (xiv) at no time shall there be more than three separate Maturity Dates in effect with respect to any new Lender becoming a party to this Agreement in connection with existing Additional Revolving Facility at any time. (b) Incremental Commitments may be provided by any existing Lender, or by any other lender (other than any Disqualified Institution) (any such requested increase must other lender being called an “Additional Lender”); provided that the Administrative Agent shall have consented (such consent not to be an Eligible Assignee and, unreasonably withheld) to the relevant Additional Lender’s provision of Incremental Commitments if such new consent would be required under Section 9.05(b) for an assignment of Loans to such Additional Lender; provided further that any Additional Lender that is assuming Revolving Commitments, must an Affiliated Lender shall be subject to the consent provisions of each Issuing Bank Section 9.05(g), mutatis mutandis, to the same extent as if Incremental Commitments and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, related Obligations had been obtained by such Lender shall on the date it becomes by way of assignment. (c) Each Lender or Additional Lender providing a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) portion of any outstanding Revolving Loans, by making available Incremental Commitment shall execute and deliver to the Administrative Agent for and the account of Borrower all such other Lenders, in same day funds, an amount equal to documentation (Aincluding the relevant Incremental Facility Agreement) the portion of the outstanding principal amount of such Revolving Loans to as may be purchased by such Lender, plus (B) the aggregate amount of payments previously made reasonably required by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued Administrative Agent to evidence and unpaid to and as of effectuate such date on such portion of the outstanding principal amount of such Revolving LoansIncremental Commitment. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on On the effective date of such increaseIncremental Commitment, each Additional Lender shall become a Lender for all purposes in connection with this Agreement. (d) As a condition precedent to the effectiveness of any Incremental Facility or the making of any Incremental Loans, (yi) upon its reasonable request, the Administrative Agent shall have received customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the representations Administrative Agent shall have received, from each Additional Lender, an Administrative Questionnaire and warranties made or deemed made by such other documents as it shall reasonably require from such Additional Lender, (iii) the Borrower Administrative Agent and any other Loan Party Lenders shall have received all fees required to be paid in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date respect of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation Incremental Facility or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), Incremental Loans and (ziv) the Administrative Agent shall have received each a certificate of the followingBorrower signed by a Responsible Officer thereof: (A) certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower approving or consenting to such Incremental Facility or Incremental Loans, and (B) to the extent applicable, certifying that the condition set forth in clause (a)(x) above has been satisfied. (e) To the extent the Borrower elects to implement any Incremental Revolving Facility, then notwithstanding any other provision of this Agreement to the contrary, the Borrower shall be permitted (without the consent of any Term Lender) to amend the terms of this Agreement pursuant to an amendment hereto (or an amendment and restatement hereof), in form and substance reasonably satisfactory to the Administrative Agent: , in order to appropriately incorporate revolving facility provisions, including those relating to (i) if not previously delivered conditions to the Administrative Agentborrowing, copies certified by the Secretary or Assistant Secretary payments, prepayments, purchases of (A) all corporateparticipations and reallocation mechanisms, partnershipletter of credit, member or swingline and/or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporatesubfacilities, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement mechanisms to allow for additional Incremental Revolving Facilities (e.g. pro rata treatment and exceptions to such pro rata treatment upon the maturity of any such Incremental Revolving Facility), (iii) tranche voting by revolving lenders with respect to conditions precedent to the making of revolving loans, any financial covenant required in connection with any Incremental Revolving Facility and definitions relating to the foregoing and (iv) consent by any issuing bank or swingline lender to matters affecting its rights or obligations in such capacity. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Facility Agreement and any other amendments to this Agreement executed by and the Borrower, other Loan Documents with the Administrative Agent and any Lender providing such Incremental Facility, which supplement Loan Parties as may include such amendments be necessary in order to establish new tranches or sub-tranches in respect of Loans or commitments increased or extended pursuant to this agreement Section 2.22 and such technical amendments as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with in the consent of the Guarantors thereto; (iii) an reasonable opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.22. (f) To the extent the provisions of clause (a)(xiii) above require that Term Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) making new or replacement Revolving Notes or Incremental Term Notes executed by the Borrower, payable to any Lenders participating in Loans add such Incremental FacilityTerm Loans to the then outstanding borrowings of LIBO Rate Loans of the respective Class of Initial Term Loans or Additional Term Loans, as applicable, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding LIBO Rate Loans of the amount respective Class and which will end on the last day of such Revolving Lender’s Revolving Commitment Interest Period). (g) Notwithstanding anything to the contrary in this Section 2.22 or aggregate Term Loans at in any other provision of any Loan Document, if the time proceeds of the effectiveness of the applicable Incremental Facility. In connection with any Incremental FacilityFacility are intended to be applied to finance an acquisition and the Lenders or Additional Lenders providing such Incremental Facility so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality. (h) This Section 2.22 shall supersede any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) provision in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Section 2.18 or 9.02 to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actcontrary.

Incremental Facilities. (a) The Borrower may, at any time after the Closing Date and after the perfection of the Liens with respect to Controlled Account Agreements (as defined in the Second Lien Security Agreement), Intellectual Property filings and the mortgages on the Real Property Collateral in accordance with Section 2.1(e) hereof, by notice (the “Incremental Notice”) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of a single additional tranche of term loans (the “Incremental Term Facility”) in an aggregate principal amount of $15,000,0000 in favor of the Borrower. The Incremental Notice shall specify a proposed closing date for funding of the Incremental Term Facility (the “Incremental Closing Date”) at least fifteen (15) Business Days after the date the Incremental Notice is given and at least thirty (30) days prior to the Maturity Date. Each of the existing Lenders shall have the right (but not the obligation), exercisable by notice given to request increases in the aggregate Administrative Agent and the Borrower within ten (10) Business Days after the Incremental Notice is given specifying the amount of the Revolving Commitments or Incremental Term Facility desired to be funded by such Lender, to fund up to all the making amount of incremental the Incremental Term Facility requested by the Borrower. To the extent existing Lenders elect to fund more than the amount of the Incremental Term Facility requested by the Borrower, the Lenders’ right to participate shall be allocated pro rata in accordance with their respective Commitments. All of the Incremental Term Facility funded by the Lenders shall be made in the form of term loans hereunder (the “Incremental Term Loans”) with terms, including, without limitation, maturity, interest rate, funding fees, prepayment terms, covenants, priority in right of payment and security, collateral and guarantees, identical to the existing Term Loans. ,. Commitments in respect of the Incremental Term Facility shall become “Commitments” under this Agreement, and any such increase the Incremental Term Loans shall become “Term Loans” under this Agreement. To the extent deemed necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Incremental Term Facility shall be implemented pursuant to an amendment (the “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide Incremental Term Loans, an “Incremental Facility”) by providing written notice to and the Administrative Agent, which notice . The effectiveness of any Incremental Term Facility shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility conditioned solely on (i) the aggregate amount execution and delivery of the sum Incremental Amendment (to the extent deemed necessary or appropriate in the reasonable opinion of the Revolving Commitments plus Administrative Agent) and (ii) satisfaction of the principal amount other conditions set forth in Section 2.2 hereof. The Borrower shall use the proceeds of Term Loans (including any such the Incremental Term LoansFacility solely for the purposes permitted by Section 4.24 of this Agreement. (b) shall If the Lenders do not exceed $650,000,000. The allocation timely elect to provide aggregate commitments in respect of any increase between the Revolving Commitments and Incremental Term Loans shall be made at Facility for the time Borrower requests entire amount requested in accordance with paragraph (a) above, or such increase. Each such requested amount is not fully funded on the Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersClosing Date, in consultation with the Borrower, shall manage all aspects in its sole discretion, may do either of the syndication following (but not both) (i) solicit commitments on any number of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or occasions on an unsecured basis from other banks, financial institutions and or other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank ranking pari passu in right of payment to the Term Loans in an amount up to the requested amount (minus any commitments elected to be made by the existing Lenders and made on the Incremental Closing Date in accordance with the Revolving Loans and Term Loans, Section 1.12(a)) or (ii) shall be equally and ratably secured with solicit commitments on any number of occasions from the Revolving Loans and Term Loans, (iii) Senior Lien Lenders ranking pari passu in the case right of Incremental Term Loans, (x) shall not mature earlier than payment to the Term Loans and senior as to Collateral in an amount up to the requested amount (y) shall have no amortization or otherwise be permitted minus any commitments elected to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower existing Lenders and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) made on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (Incremental Closing Date in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateaccordance with Section 1.12(a), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17)., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments Company may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; providedrequest (i) the establishment, howeverduring the Revolving Availability Period, of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum of the Revolving Incremental Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) established hereunder shall not exceed $650,000,000. The allocation 100,000,000 during the term of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increasethis Agreement. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, notice shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to specify (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of which the outstanding principal amount of such Company proposes that the Incremental Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and Commitments or the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansCommitments, (ii) as applicable, shall be equally and ratably secured with the Revolving Loans and Term Loanseffective, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) which shall be treated substantially the same a date not less than 10 Business Days (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject or such shorter period as may be agreed to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously after the date on which such notice is delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporatethe amount of the Incremental Revolving Commitments or Incremental Term Commitments, partnershipas applicable, member being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and (y) any Person that the Company proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank (such approval not to be unreasonably withheld)). (b) The terms and conditions of any Incremental Revolving Commitment and the Loans and other necessary action taken by each Guarantor authorizing extensions of credit to be made thereunder shall be identical to those of the guaranty Revolving Commitments and the Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans; provided that, if the Company determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments or Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental FacilityRevolving Commitments or Loans and other extensions of credit made thereunder, as the case may be; provided further that the Company at its election may pay upfront, closing or similar fees with respect to Incremental Revolving Commitments without paying such fees with respect to the other Revolving Commitments. The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except with respect to pricing, upfront closing or similar fees or original issue discount, amortization and maturity, substantially identical to those of the Tranche A Term Commitments and the Tranche A Term Loans; provided that (i) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the Tranche A Term Loans and (ii) no Incremental Term Loan Maturity Date shall be earlier than the Revolving Maturity Date or the Tranche A Term Maturity Date. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a supplement separate series (each a “Series”) of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. (c) The Incremental Commitments shall be effected pursuant to this Agreement one or more Incremental Facility Agreements executed and delivered by the BorrowerCompany, the Administrative Agent and any each Incremental Lender providing such Incremental FacilityCommitments and the Administrative Agent; provided that, except as set forth in the penultimate sentence of this paragraph (c), no Incremental Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments (and assuming that the full amount of such Incremental Commitments shall have been funded as Loans on such date), no Default shall have occurred and be continuing, (ii) after giving effect to such Incremental Commitments (and assuming that the full amount of such Incremental Commitments shall have been funded as Loans on such date), and any related transaction, on a pro forma basis in accordance with Section 1.04(b), the Company shall be in compliance with the covenants set forth in Sections 6.11 and 6.12 (in each case, calculated as of the last day of or for the period of four consecutive fiscal quarters of the Company then most recently ended for which supplement the financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b)); provided that, solely for purposes of determining the Leverage Ratio for purposes of this clause (ii), Total Indebtedness shall be determined on a pro forma basis with all Revolving Commitments then in effect (including any Incremental Revolving Commitments) being deemed outstanding “Indebtedness”, (iii) the Company shall make any payments required to be made pursuant to Section 2.15 in connection with such Incremental Commitments and the related transactions under this Section and (iv) the Company shall have delivered to the Administrative Agent 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. Notwithstanding the foregoing, if any Incremental Commitments shall be established to finance a Permitted Acquisition or any Investment permitted hereunder, then, to the extent agreed by the Lenders providing such Incremental Commitments, customary “Sungard” or certain funds conditionality may include be implemented with respect to the funding of such Incremental Commitments (but not the Commitments of other Lenders) in lieu of the conditions set forth in this paragraph (c). Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this agreement Agreement and the other Loan Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and , to give effect to the provisions of this Section. (ivd) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Loan Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender that is organized under already has a Revolving Commitment, shall increase) the laws Revolving Commitment of a jurisdiction outside such Incremental Lender, and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposures and the Designated Currency Revolving Exposures, and the Applicable Percentages of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) In connection with the Administrative Agenteffectiveness of any Incremental Revolving Commitments, its name, address, tax identification number and/or (i) the Borrowers and the Lenders shall implement such other information measures as shall be necessary for reasonably specified by the Administrative Agent (which may include assignments, deemed prepayments of Loans or other measures) in order that the Revolving Exposures of the Lenders will be held ratably in accordance with their Revolving Commitments, and (ii) any “breakage” costs resulting from the implementation of such measures shall be subject to comply with “know your customer” compensation by the Company pursuant to the provisions of Section 2.15 if the date of the effectiveness of such measures occurs other than on the last day of an applicable Interest Period. (f) Subject to the terms and Anti-Money Laundering Lawsconditions set forth herein and in the applicable Incremental Facility Agreement, including without limitationeach Lender holding an Incremental Term Commitment of any Series shall make a loan to the Company in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to in Section 2.20(a) and of the effectiveness of any Incremental Commitments, in each case advising the Patriot ActLenders of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.20(e).

Incremental Facilities. The Borrower shall have (a) At any time during the right period from and after the Sixth Amendment Effective Date through but excluding the date that is the five year anniversary of the Sixth Amendment Effective Date (but prior to request increases the Maturity Date), at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or and the making Maximum Revolver Amount not to exceed the amount set forth in clause (a) of incremental term loans hereunder the definition of Available Revolver Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given"Increase"); provided, howeverthat in no event shall an Increase be in an amount in excess of the Available Revolver Increase Amount. Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, that after giving effect and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any such Incremental Facility the aggregate prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of least $25,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Arrangers; provided, that if the remaining Available Revolver Increase Amount is less than $25,000,000, such Increase shall be required to be in consultation with the Borrower, shall manage all aspects amount of the syndication of remaining Available Revolver Increase Amount. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.17 on more than three (3) occasions in the aggregate for all such Incremental Facilities, including decisions as to the selection Increases. (b) Each of the existing Lenders and/or other banks, financial institutions and other institutional lenders following shall be conditions precedent to be approached with respect to such increase or Incremental Term Loans any Increase of the Revolver Commitments and the allocations thereof among Maximum Revolver Amount: (i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such existing Lenders and/or other banks(or prospective lenders), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an "Increase Joinder"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any such requested increase must be an Eligible Assignee andIncrease, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such new Lender is assuming Revolving Commitmentsother documentation as Agent shall reasonably request, must be subject in order to the consent of each Issuing Bank enable Agent and the Swingline Lender. If a new Lender becomes a party Lenders to this Agreementcomply with any of the requirements under Regulations T, U or if any existing Lender is increasing its Revolving Commitment, such Lender shall on X of the date it becomes a Lender hereunder Federal Reserve Board, (or in the case of an existing Lender, increases its Revolving Commitmentiv) Borrowers have delivered to Agent updated pro forma Projections (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a quarter by quarter basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase (calculated as if a Covenant Testing Period was in effect during the entire twelve month period), and (v) of any outstanding Revolving Loans, by making available The interest rate margins with respect to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable to Revolving Lenders amounts payableLoans hereunder immediately prior to the applicable Increase Date (as defined below). (c) Unless otherwise specifically provided herein, if anyall references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. include Revolving Loans made pursuant to any the increased Revolving Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.17. (d) Each of the Lenders having a Revolver Commitment and prior to the Incremental Term Loans Increase Date (ithe "Pre-Increase Revolver Lenders") shall rank pari passu assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the "Post-Increase Revolver Lenders"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) participation interests in the case Letters of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence Credit on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving 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 increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.17 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the 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 Agent to comply with “know your customer” ensure and Anti-Money Laundering Laws, including without limitation, demonstrate that the Patriot ActLiens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

Incremental Facilities. (a) The Borrower shall have may on one or more occasions after the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”Effective Date, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once givenrequest (i) the establishment, during the Availability Period, of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments; provided, however, provided that after giving effect to any such Incremental Facility the aggregate amount of all Incremental Commitments established hereunder shall not exceed $100,000,000 during the sum term of this Agreement. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than 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, and (B) the amount of the Incremental Revolving Commitments or Incremental Term Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Commitment may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Revolving Commitment or Incremental Term Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be approved by the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank (such approval not to be unreasonably withheld)). (b) The terms and conditions of any Incremental Revolving Commitment and the Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments plus and the principal amount Revolving Loans and other extensions of Term Loans (including any credit made thereunder, and shall be treated as a single Class with such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Loans. The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise permitted by this Section 2.05, identical to those of the Initial Term Commitments and the Initial Term Loans; provided that (i) the interest margins, upfront fees and original issue discount, if any, with respect to Incremental Term Loans shall be made at as determined by the time Borrower requests such increase. Each such and the applicable Incremental Facility must Term Lenders, (ii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be an aggregate minimum amount no shorter than the remaining Weighted Average Life to Maturity of $25,000,000 any Terms Loans and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with (iii) no Incremental Term Loan Maturity Date shall be earlier than the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as Maturity Date applicable to any Term Loans; provided further that to the selection extent the terms of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or any Incremental Term Loans and Incremental Term Commitments differ from the allocations thereof among terms applicable to those of the Initial Term Commitments and Initial Term Loans (except as permitted by clauses (i), (ii) and (iii) above), the terms of such existing Lenders and/or other banks, financial institutions Incremental Term Loans and other institutional lenders. No Lender Incremental Term Commitments shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, permitted if such new Lender is assuming Revolving Commitments, must be subject reasonably satisfactory to the consent of Administrative Agent. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Issuing Bank Incremental Lender providing such Incremental Commitments and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender Administrative Agent; provided that no Incremental Commitments shall become effective unless (i) on the date it becomes a Lender hereunder (or in the case of an existing Lendereffectiveness thereof, increases its Revolving Commitment) both immediately prior to and immediately after giving effect to such Incremental Commitments (and assuming that the full amount of such Incremental Commitments shall have been funded as a condition theretoLoans on such date), no Default or Event of Default shall have occurred and be continuing, (ii) purchase from on the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments date of effectiveness thereof and after giving effect to the increase making of Revolving Commitments) Loans and issuance of any outstanding Revolving LoansLetters of Credit thereunder to be made on such date, by making available to the Administrative Agent for representations and warranties of the account of such other Lenders, Borrower set forth in same day funds, an amount equal to the Loan Documents shall be true and correct (A) in the portion case of the outstanding principal amount of such Revolving Loans representations and warranties qualified as to be purchased by such Lendermateriality, plus in all respects and (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaidotherwise, plus (C) interest accrued and unpaid to in all material respects, in each case on and as of such date on such portion of date, except in the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment case of any such Revolving Loans. Revolving Loans made pursuant representation and warranty that expressly relates to any increased Revolving Commitment a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii) the Incremental Commitments and the Incremental Term Loans (i) thereunder shall be unsecured, and shall rank pari passu in right of payment with and have the Revolving same borrower and guarantees as the Initial Term Loans and Term the existing Revolving Loans, (iiiv) the Borrower shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted make any payments required to be prepaid prior made pursuant to Section 2.16 in connection with such Incremental Commitments and the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility related transactions under this Section is subject to the following conditions precedent: and (x) no Default or Event of Default shall be in existence on the effective date of such increase, (yv) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative AgentAgent such legal opinions, copies certified board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and in connection with any Lender providing such transaction. Each Incremental FacilityFacility Agreement may, which supplement may include without the consent of any Lender, effect such amendments to this agreement Agreement and the other Loan Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and , to give effect to the provisions of this Section. (ivd) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a “Lender” in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Loan Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender that is organized under already has a Revolving Commitment, shall increase) the laws Revolving Commitment of a jurisdiction outside such Incremental Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment, the Revolving Credit Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Loans”) immediately prior to the effectiveness of such Incremental Revolving Commitments shall be deemed to be repaid, (ii) each Incremental Revolving Lender in respect of such Incremental Revolving Commitments that shall have had a Revolving Commitment immediately prior to the effectiveness of such Incremental Revolving Commitments shall pay to the Administrative AgentAgent in same day funds an amount equal to the positive difference (if any) between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Loans, its name(iii) each Incremental Revolving Lender in respect of such Incremental Revolving Commitments that shall not have had a Revolving Commitment immediately prior to the effectiveness of such Incremental Revolving Commitments shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, address, tax identification number and/or such other information as shall be necessary for (iv) after the Administrative Agent to comply with “know your customer” receives the funds specified in clauses (ii) and Anti-Money Laundering Laws, including without limitation(iii) above, the Patriot ActAdministrative Agent shall pay to each Revolving Lender that did not pay any funds under clause (i) or (ii) above the portion of such funds that is equal to the positive difference (if any) between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Loans, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Incremental Revolving Commitments, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Loans. The deemed payments of the Existing Revolving Loans made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.16 if the date of the effectiveness of such Incremental Revolving Commitments occurs other than on the last day of the Interest Period relating thereto. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.05(a) and of the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.05(e).

Incremental Facilities. The Subject to the terms and conditions set forth herein, the Borrower shall have the right right, at any time and from time to request increases in time after the Closing Date (but not to be exercised more than twice), to increase the Aggregate Revolving Commitment Amount by an aggregate amount of (the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “"Incremental Facility”") by providing written notice of up to $150,000,000 (for an Aggregate Revolving Commitment Amount of up to $550,000,000). The following terms and conditions shall apply to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to Incremental Facility: (a) the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Credit Party Obligations and will be guaranteed with the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term other Loans on a pari passu basis, (including b) any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans Facility shall be made at in the time Borrower requests such increase. Each form of an increase to the existing Revolving Loan facility and shall have the same terms (including interest rate and maturity date) as the existing Revolving Loan facility, (c) any such Incremental Facility must shall be an aggregate 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, (d) any such Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds (each a "New Lender"), in each case in accordance with the terms set forth below, (e) any such Incremental Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, (f) any New Lender shall have a Commitment of at least $10,000,000, (g) the proceeds of any Additional Loan will be used in consultation accordance with Section 3.11, (h) the Borrower, Borrower shall manage all aspects of execute such promissory notes as are necessary to reflect the syndication of Additional Loans under any such Incremental FacilitiesFacility, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu the conditions to Extensions of Credit in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties 4.2 shall have been true and correct in all material respects satisfied, (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (zj) the Administrative Agent shall have received each an officer's certificate of the followingBorrower, demonstrating that, after giving effect to any such Incremental Facility, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and (k) the Administrative Agent shall have received from the Borrower such other documents as may be reasonably requested by the Administrative Agent (including, without limitation, updated financial projections and a legal opinion), in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize . Participation in any such Incremental Facility and (B) hereunder shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty any portion of such Incremental Facility; (ii) a supplement to this Agreement executed . If the amount of the Incremental Facility requested by the Borrower, Borrower shall exceed the Administrative Agent and any Lender providing commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, which supplement then the Borrower may include such amendments invite other banks, financial institutions and investment funds reasonably acceptable to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement join this Agreement as Lenders hereunder for the portion of such Incremental Facility contemplated not taken by this Section 2.17.existing Lenders, together with the consent of the Guarantors thereto; (iii) an opinion of counsel provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to the Borrower and the Guarantors, and addressed to give effect thereto as the Administrative Agent and the Lenders covering such matters as Borrower may reasonably requested by the request. The Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the BorrowerAgent is authorized to enter into, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time on behalf of the effectiveness of the applicable Incremental Facility. In connection with any Incremental FacilityLenders, any Lender becoming a party hereto shall (1) execute such documents and agreements amendment to this Agreement or any other Credit Document as may be necessary to incorporate the Administrative Agent may reasonably request and (2) in the case terms of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actnew Incremental Facility therein.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments Company may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; providedrequest (i) during the Revolving Commitment Period, howeverthe establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Loan Commitments, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum Incremental Commitments established hereunder shall not exceed US$1,200,000,000. Each such notice shall specify (A) the date on which the Company proposes that the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 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 and (B) the amount of the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or the Incremental Term Loan Commitments and (y) any Person that the Company proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank). (b) The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments plus the principal amount and Loans and other extensions of Term Loans (including credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans. The terms and conditions of any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Loan Commitments and Incremental Term Loans shall to be made at thereunder shall be, except as otherwise set forth herein or in the time Borrower requests such increase. Each such applicable Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersAssumption Agreement, in consultation with the Borrower, shall manage all aspects identical to those of the syndication Tranche B Term Loan Commitments and the Tranche B Term Loans; provided that (i) the weighted average life to maturity of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or any Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever no shorter than the remaining weighted average life to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion maturity of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Tranche B Term Loans, (ii) no Incremental Term Loan Maturity Date shall be equally and ratably secured with earlier than the Revolving Loans and Term Loanslatest Maturity Date then in effect, (iii) in the case of Weighted Average Yield applicable to any Incremental Term Loans, (x) Loans shall not mature earlier be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Tranche B Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior plus 0.50% per annum unless the Applicable Rate with respect to the Tranche B Term Loan Maturity Date, Loans is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Tranche B Term Loans to equal the Weighted Average Yield then applicable to such Incremental Term Loans minus 0.50% per annum and (iv) all terms and conditions of any Incremental Term Loan Commitments and Incremental Term Loans (other than those set forth in clauses (i) through (iii)), to the extent not consistent with the terms of the Tranche B Term Loan Commitments and the Tranche B Term Loans, shall be treated substantially reasonably acceptable to the same (Administrative Agent. Any Incremental Term Loan Commitments established pursuant to an Incremental Assumption Agreement that have identical terms and in any event not more favorably than) the Revolving Loans. Effecting conditions, and any Incremental Facility under Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Loan Commitments and Incremental Term Loans for all purposes of this Section is subject Agreement. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Assumption Agreements executed and delivered by the following conditions precedent: Company, each Incremental Lender providing such Incremental Commitments and the Administrative Agent but only if (xi) no Default or Event of Default shall have occurred and be in existence continuing on the effective date of effectiveness thereof, both immediately prior to and immediately after giving effect to such increaseIncremental Commitments and the making of the Loans and other Credit Extensions thereunder to be made on such date, (yii) on the date of effectiveness thereof, the representations and warranties made or deemed made by the of each Borrower and any each other Loan Credit Party set forth in any Loan Document to which such Loan Party is a party the Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of a any such representation or and warranty qualified by materiality or Material Adverse Effectthat specifically relates to an earlier date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), (iii) after giving effect to such Incremental Commitments and (z) the Administrative Agent shall have received each making of Loans and other Credit Extensions thereunder to be made on the following, in form date of effectiveness thereof and substance satisfactory to the Administrative Agent: (i) if not previously delivered such other customary adjustments as are reasonably acceptable to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of Company shall be in compliance on a pro forma basis (Adetermined in accordance with Section 1.2(c)) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent financial covenants set forth in Sections 6.1 and 6.2 as of the Guarantors thereto; (iii) an opinion date of counsel to the Borrower and the Guarantorseffectiveness thereof, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable each applicable Borrower shall make any payments required to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.made pursuant to

Incremental Facilities. (a) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and their Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with Commitments (any such requested increase must be an Eligible Assignee and, if such new Lender is assuming increased Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of “Incremental Revolving Commitments) of any outstanding Revolving Loans”), as applicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Incremental Facility Activation Notice specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansFacility or Facilities involved, (ii) shall be equally the applicable Incremental Facility Closing Date and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) shall not mature earlier than the amortization schedule for such Incremental Term Loans and (y) the Applicable Margin for such Incremental Term Loans; provided, that: (A) the aggregate principal amount (or committed amount, if applicable) of all Incremental Term Loans and Incremental Revolving Commitments, together with the aggregate principal amount of any Incremental Equivalent Debt and the outstanding principal amount (or committed amount, if applicable) of any Term Loans or Revolving Commitments, shall have no amortization or otherwise be permitted not exceed the greater of (x) $2,000,000,000 and (y) an amount such that, on a pro forma basis, after giving effect to the incurrence of such Indebtedness (and after giving effect to any transaction to be prepaid consummated in connection therewith and assuming that, in the case of Incremental Revolving Commitments, all such Incremental Revolving Commitments are fully drawn), the Consolidated Secured Leverage Ratio, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, is less than or equal to 3.25:1.00; provided that, with respect to any Incremental Term Loans or Incremental Revolving Commitments being incurred to finance a Limited Condition Acquisition for which the Parent Borrower has made an LCA Election, the relevant date for such determination of the Consolidated Secured Leverage Ratio shall be the LCA Test Date in accordance with Section 1.5; (B) as of the applicable Incremental Facility Activation Date, immediately prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting after giving effect to any Incremental Facility under this Section is subject to Activation Notice (including the following conditions precedent: (x) making of any Incremental Term Loans or Incremental Revolving Commitments pursuant thereto), no Default or Event of Default has occurred and is continuing or shall result therefrom; provided that, with respect to any Incremental Term Loans or Incremental Revolving Commitments being incurred to finance a Limited Condition Acquisition for which the Parent Borrower has made an LCA Election, the relevant date for such determination shall be the LCA Test Date in accordance with Section 1.5 (provided that, if agreed by the Lenders providing such Incremental Term Loans or Incremental Revolving Commitments, then at the written election of the Parent Borrower, this condition shall require only the absence of any Event of Default under Section 8(a) and Section 8(f)); (C) the Parent Borrower shall be in existence compliance, as of any Incremental Facility Activation Date, on a pro forma basis (including giving pro forma effect to the effective applicable Incremental Facility Activation Notice (including the making of any Incremental Term Loans and any Incremental Revolving Commitments thereunder (and assuming, in the case of any Incremental Facility Activation Notice with respect to Incremental Revolving Commitments that such commitments are fully drawn) and any Permitted Acquisition made with the proceeds thereof)), with the financial covenants set forth in Section 7.1, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available; provided that, with respect to any Incremental Term Loans or Incremental Revolving Commitments being incurred to finance a Limited Condition Acquisition for which the Parent Borrower has made an LCA Election, the relevant date for such determination shall be the LCA Test Date in accordance with Section 1.5; (D) each of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any or pursuant to the Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except in the case of a that any representation or warranty which is already qualified by as to materiality or by reference to Material Adverse Effect, in which case such representation or warranty Effect shall be true and correct in all respects) on as of the effective date of such increase except applicable Incremental Facility Activation Date, immediately prior to and after giving effect to the extent that such representations and warranties expressly applicable Incremental Facility Activation Notice (including the making of any Incremental Term Loans or Incremental Revolving Commitments (or Revolving Loans in respect thereof) pursuant thereto), in each case, unless stated to relate solely to an a specific earlier date (date, in which case case, such representations and warranties shall have been be true and correct in all material respects as of such earlier date; provided that, with respect to any Incremental Term Loans or Incremental Revolving Commitments being incurred to finance a Limited Condition Acquisition for which the Parent Borrower has made an LCA Election, the relevant date for such determination shall be the LCA Test Date in accordance with Section 1.5 (except provided that, if agreed by the Lenders providing such Incremental Term Loans or Incremental Revolving Commitments, then at the written election of the Parent Borrower, the only representations and warranties that shall be required to be true and correct shall be those as are customarily required to be so true and correct in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in an acquisition subject to limited conditionality (which case such representation or warranty representations and warranties shall be required to be true and correct in all respects) on material respects as of the applicable Incremental Facility Activation Date, unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be required to be so true and correct in all material respects as of such earlier date), and ); (zE) the Administrative Agent weighted average life to maturity of any Incremental Term Facility shall have received each be no earlier than the weighted average life to maturity of the followingTranche A Term Facility; provided, that this clause (E) shall not apply to the Incremental Term Loans incurred on the Second Amendment Effective Date; (F) all Incremental Term Loans and any Revolving Loans made in form respect of Incremental Revolving Commitments shall rank pari passu in right of payment and substance right of security in respect of the Collateral with the Tranche A Term Loans and the Revolving Loans; (G) except with respect to pricing and fees or as otherwise set forth in this Section 2.25(a), all terms of any Incremental Term Facility, if not consistent with the applicable existing Tranche A Term Facility, shall be reasonably satisfactory to the Administrative Agent: ; provided that each Incremental Term Facility shall share ratably in any prepayments of the applicable Tranche A Term Facility unless the Parent Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments; (iH) if not previously delivered any Incremental Revolving Commitments and the Revolving Loans in respect thereof shall be pursuant to the terms hereof otherwise applicable to the Revolving Facility and such Incremental Revolving Commitments shall become Revolving Commitments under this Agreement after giving effect to such Incremental Facility Activation Notice; (I) without the consent of the Administrative Agent, copies certified (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $20,000,000 and (y) no more than five Incremental Facility Closing Dates may be selected by the Secretary or Assistant Secretary of Parent Borrower after the Fourth Restatement Effective Date; and (AJ) all corporateno Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, partnership, member financial institution or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporateentity which, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Parent Borrower and the GuarantorsAdministrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.25(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit G-3, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and addressed to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent, on each Incremental Facility Closing Date with respect to the Revolving Facility, each 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 of such Borrower (and, in the case of Term Benchmark Loans, of each Term Benchmark Tranche) which would then have been outstanding from such Lender if (i) each such Type or Term Benchmark Tranche had been borrowed or effected by such Borrower on such Incremental Facility Closing Date and (ii) the aggregate amount of each such Type or Term Benchmark Tranche requested to be so borrowed or effected by such Borrower had been proportionately increased. The Term BenchmarkRelevant Rate applicable to any Term Benchmark Loan borrowed pursuant to the preceding sentence shall equal the Term BenchmarkRelevant Rate then applicable to the Term Benchmark Loans of the other Lenders in the same Term Benchmark Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Parent Borrower and the relevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Incremental Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans or Revolving Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; Parent Borrower and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide furnished to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actparties hereto.

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right amount of their Incremental Term Loans (which may be effected by increasing the amount of any then existing Facility) by executing and delivering to request increases in the Administrative Agent an Incremental Term Loan Activation Notice specifying (v) the amount of such Incremental Term Loans, (w) the applicable Incremental Term Loan Closing Date (which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as shall be agreed by the Administrative Agent)), (x) the applicable Incremental Term Loan Maturity Date, (y) the amortization schedule for such Incremental Term Loans and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“all Incremental Term Loans”Loans established on any date, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility together with the aggregate amount of Incremental Equivalent Debt incurred on such date, shall not exceed (x) an amount equal to the sum Base Incremental Amount on such date, (y) an additional amount equal to the Voluntary Prepayment Amount on such date and (z) an additional amount subject to the Maximum Incremental Amount as of the Revolving Commitments plus the such date, (ii) each Incremental Term Facility shall be in a minimum aggregate principal amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion), (iii) the Incremental Term Loans in respect of any Incremental Term Facility and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are (including A) guaranteed on a pari passu basis with all of the other Obligations under this Agreement and the other Loan Documents and (B) secured by the Collateral (and no other property) and the Liens on the Collateral securing such Incremental Term Loans and all other obligations in respect thereof shall be pari passu with the Liens on the Collateral securing all of the other Obligations under this Agreement and the other Loan Documents, (iv) the Incremental Term Loans in respect of any Incremental Term Facility will be entitled to prepayments on the same basis as the Initial Term Loans unless the applicable Incremental Term Loan Activation Notice specifies a lesser treatment, (v) such Incremental Term Loans shall have a final maturity no earlier than the Latest Maturity Date (determined immediately prior to incurrence of such Incremental Term Loans), (vi) the weighted average life to maturity of such Incremental Term Facility shall not exceed $650,000,000. The allocation be no shorter than that of any increase between the Revolving Commitments and existing Term Loans (except if required in order to make such Incremental Term Loans shall be made at fungible with any outstanding Term Loans), (vii) the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount all-in-yield (whether in the form of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangersinterest rate margins, in consultation original issue 53 509265-2041-Active.31278172.28 (b) Any additional bank, financial institution or other entity which, with the Borrower, shall manage all aspects consent of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans Borrower and the allocations thereof among such existing Lenders and/or other banksAdministrative Agent (which consent shall not be unreasonably withheld), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever elects to increase its Revolving Commitment or provide become a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to “Lender” under this Agreement in connection with any transaction described in Section 2.24(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit I-2, whereupon such requested increase must bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be an Eligible Assignee andbound by and entitled to the benefits of this Agreement. (c) [Reserved]. (d) Each Incremental Term Loan Activation Notice may, if such new Lender is assuming Revolving Commitments, must be subject to without the consent of each Issuing Bank any Lender (other than the applicable Incremental Term Lenders) effect such amendments to this Agreement and the Swingline Lender. If a new Lender becomes a party to this Agreementother Loan Documents as may be necessary or appropriate, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case opinion of an existing Lenderthe Administrative Agent, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving give effect to the increase provisions of Revolving Commitmentsthis Section 2.24. This Section 2.24 shall supersede any provision of Section 10.1 to the contrary. (e) It shall be a condition precedent to the availability of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans that (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase(or, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws Incremental Limited Condition Term Facility, no Specified Event of a jurisdiction outside of the United States of America, provide Default shall have occurred and be continuing immediately prior to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti54 509265-Money Laundering Laws, including without limitation, the Patriot Act.2041-Active.31278172.28

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) may by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect Agent elect to increase the existing Revolving Credit Commitments of any Class (any such increase, the “Incremental Facility Revolving Credit Commitments”) and/or incur one or more new term loan commitments and/or increase the aggregate amount commitments of the sum of the Revolving Commitments plus the principal amount any Class of Term Loans (including any such the “Incremental Term LoansLoan Commitments”) shall by an amount not to exceed $650,000,000. The allocation of any increase between in the Revolving Commitments and Incremental Term Loans shall be made aggregate, at the time Borrower requests such increase. of incurrence, the Incremental Available Amount (and not less than $5,000,000 individually). (b) Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase Revolving Credit Commitments or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banksLoan Commitments, financial institutions and other institutional lenders. No Lender as applicable, shall be obligated 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 (or such shorter period of time as may be agreed to by the Administrative Agent in any way whatsoever to increase its Revolving Commitment sole discretion); and (ii) the identity of each Lender or provide a new Revolving Commitment or Incremental Term Loansother Person, and any new Lender becoming a party to this Agreement in connection with any such requested increase which must be an Eligible Assignee and(each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations. Any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or Incremental Term Loan Commitment. Any Incremental Term Loan Commitments effected through the establishment of one or more term loan commitments made on an Increased Amount Date that are not fungible for United States federal income tax purposes with an existing Class of Term Loans shall be designated a separate Class of Incremental Term Loan Commitments for all purposes of this Agreement. Notwithstanding the foregoing, any Incremental Term Loans may be treated as part of the same Class as any other Incremental Term Loans if such new Lender is assuming Revolving Commitments, must be subject to Incremental Term Loans have identical terms (other than effective yield) and are fungible for United States federal income tax purposes with such other Incremental Term Loans. (c) The Administrative Agent shall notify the consent Lenders promptly upon receipt of the Borrower’s notice of each Issuing Bank Increased Amount Date and in respect thereof (i) the Incremental Revolving Credit Commitments and the Swingline Lender. If a new Lender becomes a party to this AgreementIncremental Revolving Loan Lenders or Incremental Term Loan Commitments and the Incremental Term Loan Lenders, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder as applicable and (or ii) in the case of an existing Lendereach notice to any applicable Revolving Credit Lender of any such given Class, increases its the respective interests in such Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Credit Xxxxxx’s Revolving Commitment Percentage (determined with respect Credit Loans of such Class, in each case subject to the Lenders’ respective assignments contemplated by this Section. (d) Such Incremental Revolving Credit Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and or Incremental Term Loan Commitments shall become effective as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans Increased Amount Date; provided that: (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans(x) subject, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) solely in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have to Section 1.09(c), no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable and the extensions of credit to be made thereunder on such date; provided that this clause (i)(x) may be waived or limited as agreed in existence on the effective date of such increase, Joinder Agreement between the Borrower and the applicable Incremental Term Loan Lenders; and (y) the representations and warranties made or deemed made by of the Borrower and any each other Loan Party contained in any Loan Document to which such Loan Party is a party Article 5 hereof shall be true and correct in all material respects (except in the case of a that any representation or and warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct in all respects(after giving effect to any qualification therein) on the effective date and as of such increase date, except in each case to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectdate, in which case such representation or warranty they shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following; provided that, in form and substance satisfactory the case of Incremental Term Loans incurred to finance an Investment in the Administrative Agent: nature of an acquisition, this clause (ii)(y) if not previously delivered to may be waived or limited as agreed in the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by Joinder Agreement between the Borrower and the applicable Incremental Term Loan Lenders to authorize such Incremental Facility Sections 5.01(a), 5.01(b), 5.02(a), 5.13, 5.17, 5.18, 5.19 (other than the first or second sentence thereof) and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; 5.20; (ii) a supplement the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to this Agreement one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent Incremental Revolving Loan Lender(s) or Incremental Term Loan Lender(s), as applicable, and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate Agent, each of which shall be recorded in the Register (and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to implement such Incremental Facility contemplated by this the requirements set forth in Section 2.17., together with the consent of the Guarantors thereto; 3.01); (iii) an opinion the Incremental Facilities shall be Guaranteed by the Guarantors (and, for the avoidance of counsel to the Borrower and doubt, no Person other than the Guarantors), rank pari passu in right of security with the other Facilities and addressed shall not be secured by any property or assets other than the Collateral; (iv) all fees and reasonable out-of-pocket expenses owing to the Administrative Agent and the Lenders covering (other than a Defaulting Lender) in respect of the Incremental Revolving Credit Commitments and Incremental Term Loan Commitments shall have been paid; and (v) the Borrower shall deliver or cause to be delivered legal opinions, Officer’s Certificates and such matters as other documents reasonably requested by the Administrative Agent; Agent in connection with any such transaction. (e) On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Revolving Credit Lenders of the Class being so increased shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the existing Revolving Credit Lenders of the Class being so increased, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans of the Class being so increased and participations in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans and participations in Letters of Credit will be held by existing Revolving Credit Lenders of such Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of the Class being so increased after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments of such Class, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment of the Class being so increased and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan of the Class being so increased and (iviii) new each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Credit Commitment and all matters relating thereto. (f) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Class (or replacement Revolving Notes any Incremental Term Loan Commitments increasing any existing Term Loans) are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of such Class or increase shall make a Loan to the Borrower (an “Incremental Term Notes executed by Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class or increase and (ii) each Incremental Term Loan Lender of such Class or increase shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class or increase and the Incremental Term Loans of such Class or increase made pursuant thereto. (g) The terms (including pricing, “most favored nations” provisions, premiums, fees, rate floors, optional prepayment provisions, and/or mandatory prepayment provisions relating to excess cash flow, asset sale proceeds and condemnation proceeds) and conditions of the Incremental Term Loans and Incremental Term Loan Commitments shall be, except as otherwise explicitly set forth herein, as agreed in the Joinder Agreement between the Borrower, payable the applicable Incremental Term Loan Lenders providing such Incremental Term Loan Commitments and the Administrative Agent; provided that (i) the terms of such Indebtedness shall not be more restrictive, taken as a whole, to the Borrower and the other Loan Parties than those set forth in this Agreement prior to the execution of such Joinder Agreement unless (x) such terms apply only after the Latest Maturity Date at the time such Indebtedness is established or (y) this Agreement is amended so that such terms are also applicable for the benefit of any Lenders participating in under any then-existing Facilities, (ii) the Weighted Average Life to Maturity of all Incremental Term Loans of any such Incremental FacilityClass shall be no shorter than (x) if there are no Term Loans outstanding at such time, as applicable36 months and (y) if there are Term Loans outstanding at such time, in the amount Weighted Average Life to Maturity of such Revolving Lender’s Revolving Commitment or aggregate any other Term Loans at the time of the effectiveness incurrence of such Incremental Term Loans, (iii) the applicable Incremental Facility. In connection with any Term Loan Maturity Date of each Class shall be no earlier than the Latest Maturity Date at the time of the incurrence of such Incremental FacilityTerm Loans, any Lender becoming a party hereto shall (1iv) execute the pricing of each Class of Incremental Term Loans may be subject to “most favored nations” provisions if and to the extent set forth in the Joinder Agreement for such documents and agreements as the Administrative Agent may reasonably request Class and (2v) in the case of Incremental Term Loans, such Indebtedness may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any Lender that is organized under mandatory prepayments of Term Loans hereunder, as specified in the laws applicable Joinder Agreement, and in the case of Incremental Revolving Credit Commitments, such Incremental Revolving Credit Commitments may participate on a jurisdiction outside pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory reductions of Revolving Credit Commitments hereunder, as specified in the applicable Joinder Agreement. (h) The terms and provisions of the United States Incremental Revolving Loans and Incremental Revolving Credit Commitments shall be identical to the other Revolving Credit Loans of Americathe Class being so increased and the Revolving Credit Commitments of the Class being so increased; provided that if the Incremental Revolving Loan Lenders require an interest rate in excess of the interest rate then applicable to the Revolving Credit Facility of the Class being so increased, provide the interest rate on the Revolving Credit Facility of such Class shall be increased to equal such required rate without further consent of the affected Lenders; provided, further, that if the Incremental Revolving Loan Lenders require a commitment fee on the undrawn portion of such Incremental Revolving Loans and Incremental Revolving Credit Commitments in excess of the commitment fee then applicable to the Revolving Credit Facility of the Class being so increased, the commitment fee on the Revolving Credit Facility of such Class shall be increased to equal such commitment fee without further consent of the affected Lenders. (i) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, its name, address, tax identification number and/or to effect the provisions of this Section 2.14 (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary or appropriate to enable any Incremental Term Loans that are intended to be fungible with any other Term Loans to be fungible with such other information as Term Loans, which shall be necessary for include any amendments that modify the Administrative Agent aggregate principal amount of scheduled installment payments to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actextent such amendment does not decrease the installment payment an existing Term Lender would have received prior to giving effect to any such amendment). (j) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Incremental Facilities. (a) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the their Incremental Term Loans or Revolving Commitments or the making of incremental term loans hereunder (any such increased Revolving Commitments, “Incremental Term Loans”, Revolving Commitments” and any facility under which such increase Incremental Term Loans or Incremental Term LoansRevolving Commitments are made available, an “Incremental Facility”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for an Additional Credit Extension Amendment specifying the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Facility or Facilities involved, the applicable Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans Facility Closing Date and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) shall not mature earlier than the amortization schedule for such Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Applicable Margin for such Incremental Term Loan Maturity DateLoans; provided, and that: (iv) shall be treated substantially the same (and in any event not more favorably thanA) the aggregate principal amount (or committed amount, if applicable) of all Incremental Term Loans and Incremental Revolving Loans. Effecting Commitments, together with the aggregate principal amount of any Permitted Incremental Facility under this Section is subject to Equivalent Debt and the following conditions precedent: outstanding principal amount (or committed amount, if applicable) of any Term Loans or Revolving Commitments, shall not exceed the Incremental Cap; (B) (x) with respect to any Incremental Term Loans being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, no Default or Event of Default has occurred and is continuing as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition or (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to any Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments pursuant thereto), no Default or Event of Default has occurred and is continuing or shall result therefrom; (C) the Parent Borrower shall be in existence compliance, as of any Incremental Facility Activation Date, on a pro forma basis (including giving pro forma effect to the effective date applicable Additional Credit Extension Amendment (including the making of such increase, (y) the representations and warranties made or deemed made by the Borrower any Incremental Term Loans and any other Loan Incremental Revolving Commitments thereunder (and assuming, in the case of any Additional Credit Extension Amendment with respect to Incremental Revolving Commitments that such commitments are fully drawn) without the netting of proceeds thereof and any Permitted Acquisition made with the proceeds thereof)), with the financial covenants set forth in Section 7.1, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available; (D) Party in any or pursuant to the Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except in the case of a that any representation or warranty which is already qualified by as to materiality or by reference to Material Adverse Effect, in which case such representation or warranty Effect shall be true and correct in all respects) on (x) with respect to Incremental Term Loans being incurred to finance a Limited Conditionality Acquisition, as of the effective date of execution and delivery of the applicable acquisition, merger or similar agreement governing such increase except to acquisition (provided that, if agreed by the extent that Lenders providing such Incremental Term Loans, the only representations and warranties expressly relate solely that shall be required to be true and correct shall be those as are customarily required to be so true and correct in an earlier date acquisition subject to limited conditionality (in which case such representations and warranties shall have been be required to be true and correct in all material respects (except in as of the case of applicable Incremental Facility Activation Date, unless stated to relate to a representation or warranty qualified by materiality or Material Adverse Effectspecific earlier date, in which case case, such representation representations and warranties shall be required to be so true and correct in all material respects as of such earlier date)) or warranty (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to the applicable Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments (or Revolving Loans in respect thereof) pursuant thereto), in each case, unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all respects) on and material respects as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.;

Incremental Facilities. The (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 (or amended and restated) at any time and from time to time to increase the Aggregate Revolving Commitments or to establish one or more separate tranches of term loans (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 and establishments being referred to collectively as the "Incremental Facilities") to be made to the Borrower by an agreement in writing entered into by the Borrower, the Administrative Agent and each Person (including any Lender) that shall have the right agree to request increases in the aggregate amount of provide any such increase to the Revolving Commitments or the making such separate tranches of incremental term loans hereunder (“Incremental Term Loans”but without the consent of any other Lender), and any each such increase or Incremental Term LoansPerson that shall not already be a Lender shall, an “Incremental Facility”) by providing written notice to at the Administrative Agenttime such agreement becomes effective, which notice shall be irrevocable once givenbecome 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 after giving effect to any such Incremental Facility that: (A) without the consent of the Required Lenders, the aggregate principal amount of the sum of increases in the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loansand/or separate term loans effected pursuant to this Section 11.01(b) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus 500,000,000; (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans exist at the time of the effectiveness 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 (C) no Lender shall be obligated to participate in any such increase by increasing its own commitment hereunder unless such Lender elects to do so in its sole discretion at the time of such increase. The terms applicable to any additional Revolving Commitments or term loans shall be the same as those applicable to the initial Revolving Commitments (after giving effect to any amendment in connection with the establishment of such additional Revolving Commitments or term loans), except 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 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 amortize (pursuant to schedule amortization) prior to the Maturity Date, and (C) the final maturity date of any Incremental Facility structured as a separate term loan tranche shall not occur prior to the Maturity Date or the final maturity date of any other then existing Incremental Facility structured as a separate term loan tranche. (ii) Any such amendment (or amendment and restatement) effected pursuant to Section 11.01(b)(i) shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of each Incremental Facility established thereby (including the amount and the final maturity thereof, any provisions relating to the amortization or mandatory prepayment thereof, the interest to accrue and be payable thereon and any fees to be payable in respect thereof (in each case subject to any applicable restrictions set forth in subsection (i) of this Section 11.01(b)) and to effect such other changes (including changes to the provisions of Section 11.01(a), Section 2.05 and the definition of "Required Lenders") as the Borrower and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Incremental Facility; provided, however, that no such agreement shall: (A) effect any change described in any of clauses (A), (B), (C), (F) and (G) of Section 11.01(a) without the consent of each Person required to consent to such change under such clause (it being agreed, however, that any increase in the Aggregate Revolving Commitments or establishment of any Incremental Facility consisting of a separate tranche of term loans will not, of itself, be deemed to effect any of the changes described in clauses (A), (B), (C), (F) and (G) of Section 11.01(a)(i), and that modifications to Section 2.12, Section 9.03 or the definition of "Required Lenders" or other provisions relating to voting provisions to provide the Persons providing the applicable Incremental FacilityFacility with the benefit of such provisions will not, by themselves, be deemed to effect any of the changes described in clauses (D) and (E) of Section 11.01(a)(i)), or (B) amend Article VII, VIII or IX in any manner that by its terms benefits one or more tranches, but not all tranches, of Loans or Commitments without the prior written consent of Lenders holding a majority in interest of the Revolving Commitments then existing, if the Lenders holding Revolving Commitments are not so benefited, and of Lenders holding a majority in interest of each separate tranche of term loans then existing and not so benefited, (it being agreed that no provision requiring the Borrower to prepay term loans of one or more Incremental Facilities with the proceeds of Dispositions, Involuntary Dispositions, Debt Issuances, Equity Issuances or with the proceeds of excess cash flow will be deemed to violate this clause). In connection with The loans, commitments and borrowings of any Incremental FacilityFacility established pursuant to this Section 11.01(b) shall constitute Loans, any Lender becoming a party hereto shall (1) execute such documents Commitments and agreements as the Administrative Agent may reasonably request Borrowings under, and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranty set forth in Article IV hereunder and the security interests and Liens created by the Collateral Documents, and the Borrower shall take any actions reasonably required by the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, ensure and/or demonstrate that the Patriot Actrequirements of this sentence are satisfied after the establishment of any such Incremental Facility.

Incremental Facilities. The Borrower shall have (a) At any time, at the right option of Borrowers (but subject to request increases the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or and the making of incremental term loans hereunder Maximum Revolver Amount not to exceed the Available Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental FacilityIncrease”) by providing written notice ). Agent shall invite each Lender to the Administrative Agent, which notice increase its Revolver Commitments (it being understood that no Lender shall be irrevocable once given; providedobligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Bxxxxxxxx, howeverand if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, that after giving effect then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to any such Incremental Facility the aggregate Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed at least $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 5,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersIn no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than one (1) occasion during any calendar quarter. Additionally, for the avoidance of doubt, it is understood and agreed that in consultation with no event shall the Borrower, shall manage all aspects aggregate amount of the syndication of such Incremental Facilities, including decisions as Increases to the selection Revolver Commitments exceed $50,000,000. (b) Each of the existing Lenders and/or other banks, financial institutions and other institutional lenders following shall be conditions precedent to be approached with respect to such increase or Incremental Term Loans any Increase of the Revolver Commitments and the allocations thereof among Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such existing Lenders and/or other banks(or prospective lenders), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any such requested increase must be an Eligible Assignee andIncrease, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such new Lender is assuming Revolving Commitmentsother documentation as Agent shall reasonably request, must be subject in order to the consent of each Issuing Bank enable Agent and the Swingline Lender. If a new Lender becomes a party Lenders to this Agreementcomply with any of the requirements under Regulations T, U or if any existing Lender is increasing its Revolving Commitment, such Lender shall on X of the date it becomes a Lender hereunder Federal Reserve Board, (or in the case of an existing Lender, increases its Revolving Commitmentiv) Borrowers have delivered to Agent updated pro forma Projections (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase (calculated as if a Covenant Testing Period was in effect during the entire twelve month period), and (v) of any outstanding Revolving Loans, by making available Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the Administrative Agent for increased Revolver Commitments with respect to the account of such other Lenders, in same day funds, an amount equal interest margins applicable to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay pursuant to the Revolving Lenders amounts payable, if any, increased Revolver Commitments (which interest margins may be with respect to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any the increased Revolving Commitment and Revolver Commitments, higher than or equal to the Incremental Term Loans (i) shall rank pari passu in right of payment with the interest margins applicable to Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) set forth in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid this Agreement immediately prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, the increased Revolver Commitments (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facilityincreased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. In connection Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or 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 2.14. (c) Unless otherwise specifically provided herein, all references in this Agreement and any Incremental Facilityother Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender becoming which is acquiring a party hereto new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall (1) execute purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such documents and agreements as the Administrative Agent may reasonably request and (2) interests in the case Revolving Loans and participation interests in Letters of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or Credit on such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving 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 increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the 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 Agent to comply with “know your customer” ensure and Anti-Money Laundering Laws, including without limitation, demonstrate that the Patriot ActLiens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

Incremental Facilities. (a) The Borrower shall have the right to request increases Company or, in the aggregate amount case of Incremental Revolving Commitments, the Revolving Commitments Company or the making of incremental Canadian Borrower, and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make term loans hereunder in Dollars (“Incremental Term Loans”, and any such ) or increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 available in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or Dollars in the case of an existing Lenderthe Company or Canadian Dollars in the case of the Canadian Borrower, as applicable (such increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding , “Incremental Revolving LoansCommitments”), by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Increased Facility Activation Notice specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the or Incremental Revolving Loans and Term LoansCommitments, as applicable, (ii) shall be equally the applicable Increased Facility Closing Date and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans and (yz) 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 and the aggregate amount of Incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph, together with the aggregate amount of Incremental Equivalent Debt outstanding as of such date, shall not exceed the Incremental Amount and (ii) unless otherwise consented to by the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. Increased Facility Closing Dates may be selected by the Company (or, if applicable, the Canadian Borrower) after the Closing Date and specified in the applicable Increased Facility Activation Notice. Incremental Term Loans and Incremental Revolving Commitments shall become effective as of each relevant Increased Facility Closing Date; provided that (i) no Lender shall have no amortization or otherwise be permitted any obligation to be prepaid participate in any increase described in this paragraph unless it agrees to do so in its sole discretion, (ii) as of the applicable Incremental Facility Activation Date, immediately prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting after giving effect to any Incremental Facility under this Section is subject to Activation Notice (including the following conditions precedent: (x) making of any Incremental Term Loans or Incremental Revolving Commitments pursuant thereto), no Default or Event of Default has occurred and is continuing or shall result therefrom; provided that if the proceeds of such Incremental Term Loans or Incremental Revolving Commitments are, substantially concurrently with the receipt thereof, to be used by the Company or any Loan Party to finance, in whole or in part, a Permitted Acquisition or Investment, then the foregoing condition shall be in existence on the effective date limited to Events of such increaseDefault under Sections 8(a) and 8(f), (yiii) the representations and warranties made or deemed made by the Borrower and any other Loan Party that are set forth in any Loan Document to which such Loan Party is a party shall be Section 4 are true and correct in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Term Loans or Incremental Revolving Commitments; provided that if the proceeds of such Incremental Term Loans or Incremental Revolving Commitments are, substantially concurrently with the receipt thereof, to be used by the Company or any Loan Party to finance, in whole or in part, a Permitted Acquisition or Investment, then the representations and warranties referred to in this clause (except iii) shall be limited to the accuracy of the representations and warranties by or with respect to the applicable target and its Subsidiaries in the case of a representation applicable merger or warranty qualified by materiality or Material Adverse Effectpurchase agreement as well as certain other customary specified representations, in each case as is customary in similar acquisition finance transactions, (iv) the Incremental Term Loans and Incremental Revolving Commitments (A) shall not have a borrower or issuer, as the case may be, or guarantor that is not a Borrower or a Guarantor, (B) shall not be secured by any property or assets of the Company or any Restricted Subsidiary which case such representation is not subject to a Lien under the Security Documents, (C) shall rank pari passu or warranty shall be true junior in right of payment and correct in all respectsof security with the Term Loans and the Revolving Commitments, (D) on the effective date of such increase except to the extent that ranking pari passu with the Term Loans and Revolving Commitments, the Liens granted for such representations and warranties expressly relate solely Incremental Term Loans or Incremental Revolving Commitments are subject to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date)Security Documents, and (zE) to the Administrative Agent extent such Incremental Term Loans or Incremental Revolving Commitments are subject to Junior Liens, then such Incremental Term Loans or Incremental Revolving Commitments shall have received each of the following, in form and substance be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent: Agent (i) if not previously delivered to it being understood that an intercreditor agreement substantially in the Administrative Agent, copies certified by the Secretary or Assistant Secretary form of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems Exhibit I-2 is reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed satisfactory to the Administrative Agent and the Lenders covering Secured Parties for such matters as reasonably requested by purposes), (v) the Administrative Agent; and (iv) new or replacement Revolving Notes or Incremental Term Notes executed by Maturity Date of any Incremental Term Loans shall be no earlier than the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in Latest Maturity Date of the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time such Incremental Term Loans are incurred and the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the effectiveness Term Loans at the time such Incremental Term Loans are incurred, (vi) Incremental Revolving Commitments shall not mature earlier than the Revolving Termination Date and shall not require any amortization payments or mandatory commitment reductions and shall otherwise be on the same terms as the Revolving Facility at the time such Incremental Revolving Commitments are incurred, (vii) any Incremental Term Loans shall have (A) pricing, interest rate margins, discounts, premiums, rate floors, fees and amortization schedules as determined by the Borrowers and the lenders providing such Incremental Term Loans, subject to the foregoing clauses (i) through (vi), (viii) the covenants (including any financial covenants), events of default and guarantees of such Incremental Term Loans, if not consistent with the corresponding terms of the Term Loans at the time such Incremental Loans are incurred, shall not be materially more restrictive to the Company and its Subsidiaries than the terms applicable to the Term Loans at the time such Incremental Facility. In connection with Loans are incurred unless (a) the Lenders of the Term Loans at the time such Incremental Loans are incurred also receive the benefit of such more restrictive terms or (b) such more restrictive terms are applicable only after the Latest Maturity Date of the Term Loans at the time such Incremental Loans are incurred and (ix) any lenders providing Incremental Facility, any Lender becoming a party hereto Revolving Commitments shall (1) execute such documents and agreements as be reasonably satisfactory to the Administrative Agent may reasonably request Agent, Swingline Lender and (2) Issuing Lender; provided that, in the case of any Lender Incremental Term Loans or Incremental Equivalent Debt comprised of term loans that is organized under constitute “Consolidated First Lien Debt”, in either case having terms customary for a tranche B term loan facility, incurred on or prior to the laws of a jurisdiction outside second anniversary of the United States Closing Date, if the Effective Yield of America, provide such Incremental Term Facility or such Incremental Equivalent Debt exceeds the Effective Yield of the Term Facility immediately prior to the Administrative Agenteffectiveness of such Incremental Term Facility or such Incremental Equivalent Debt by more than 0.50%, its name, address, tax identification number and/or such other information as the Applicable Margin relating to the Term Facility shall be necessary for adjusted such that the Administrative Agent Effective Yield of the Term Facility shall be equal to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActEffective Yield of such Incremental Term Facility or such Incremental Equivalent Debt minus 0.50%.

Incremental Facilities. The Borrower shall have (a) At any time during the right period from and after the Sixth Amendment Effective Date through but excluding the date that is the five year anniversary of the Sixth Amendment Effective Date (but prior to request increases the Maturity Date), at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or and the making Maximum Revolver Amount not to exceed the amount set forth in clause (a) of incremental term loans hereunder the definition of Available Revolver Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given"Increase"); provided, howeverthat in no event shall an Increase be in an amount in excess of the Available Revolver Increase Amount. Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Xxxxxxxxx, that after giving effect and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any such Incremental Facility the aggregate prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of least $25,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Arrangers; provided, that if the remaining Available Revolver Increase Amount is less than $25,000,000, such Increase shall be required to be in consultation with the Borrower, shall manage all aspects amount of the syndication of remaining Available Revolver Increase Amount. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.17 on more than three (3) occasions in the aggregate for all such Incremental Facilities, including decisions as to the selection Increases. (b) Each of the existing Lenders and/or other banks, financial institutions and other institutional lenders following shall be conditions precedent to be approached with respect to such increase or Incremental Term Loans any Increase of the Revolver Commitments and the allocations thereof among Maximum Revolver Amount: (i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such existing Lenders and/or other banks(or prospective lenders), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an "Increase Joinder"), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 are satisfied, LEGAL_US_W # 82509300.31 (iii) in connection with any such requested increase must be an Eligible Assignee andIncrease, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such new Lender is assuming Revolving Commitmentsother documentation as Agent shall reasonably request, must be subject in order to the consent of each Issuing Bank enable Agent and the Swingline Lender. If a new Lender becomes a party Lenders to this Agreementcomply with any of the requirements under Regulations T, U or if any existing Lender is increasing its Revolving Commitment, such Lender shall on X of the date it becomes a Lender hereunder Federal Reserve Board, (or in the case of an existing Lender, increases its Revolving Commitmentiv) Borrowers have delivered to Agent updated pro forma Projections (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a quarter by quarter basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase (calculated as if a Covenant Testing Period was in effect during the entire twelve month period), and (v) of any outstanding Revolving Loans, by making available The interest rate margins with respect to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable to Revolving Lenders amounts payableLoans hereunder immediately prior to the applicable Increase Date (as defined below). (c) Unless otherwise specifically provided herein, if anyall references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. include Revolving Loans made pursuant to any the increased Revolving Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.17. (d) Each of the Lenders having a Revolver Commitment and prior to the Incremental Term Loans Increase Date (ithe "Pre-Increase Revolver Lenders") shall rank pari passu assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the "Post-Increase Revolver Lenders"), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) participation interests in the case Letters of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence Credit on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving 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 increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.17 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the 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 Agent to comply with “know your customer” ensure and Anti-Money Laundering Laws, including without limitation, demonstrate that the Patriot ActLiens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

Incremental Facilities. The Borrower (a) At any time during the period from and after the Closing Date through but excluding the date that is the 4 year anniversary of the Closing Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall have invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the right interest margin proposed by Borrowers, and if sufficient Lenders do not agree to request increases increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than 2 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 Revolving Increases to the Revolver Commitments exceed $10,000,000. (b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers have obtained the making commitment of incremental term loans hereunder one or more Lenders (“Incremental Term Loans”, or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such increase Lenders (or Incremental Term Loansprospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Incremental FacilityIncrease Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 are satisfied on the date of such Increase Joinder, (iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U‑1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board, (iv) the interest rate margins with respect to the Revolving Loans to be made pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable to Revolving Loans hereunder immediately prior to the applicable Increase Date, and (v) if any Loan Party or any of its Subsidiaries owns any Margin Stock or is acquiring any Margin Stock in connection with the transactions that are contemplated to be consummated in connection with such Increase, Borrowers shall deliver to Agent a description of any such Margin Stock being acquired, together with a Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre‑Increase Revolver Lenders”) by providing written notice shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Administrative AgentIncrease Date (the “Post-Increase Revolver Lenders”), which notice and such Post‑Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be irrevocable once given; providednecessary in order that, however, that after giving effect to any all such Incremental Facility the aggregate amount assignments and purchases, such Revolving Loans and participation interests in Letters of the sum of the 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 increased Revolver Commitments. (e) The Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) , Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall not exceed $650,000,000. The allocation of any increase between the constitute Revolving Commitments Loans, Revolver Commitments, and Incremental Term Loans Maximum Revolver Amount under, and shall be made at entitled to all the time Borrower requests such increasebenefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 Borrowers shall take any actions reasonably required by Agent to ensure and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with demonstrate that the Borrower, shall manage all aspects of Liens and security interests granted by the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders Loan Documents continue to be approached with respect to such increase perfected under the Code or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and otherwise after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment establishment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment new Revolver Commitments and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17Maximum Revolver Amount., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. The (a) Subject to the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Borrower shall have the right right, at any time and from time to request time prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of (i) one or more increases to the Revolving Committed Amount (each an “Increased Revolver Commitment”) which shall constitute one and the same Facility as the existing Revolving Commitments or (ii) one or more commitments (each, an “Incremental Facility Commitment”, and together with the Increased Revolver Commitments, the “Incremental Commitments”) for term loan facilities which shall constitute a new Facility as provided in 2.22(d) below (an “Incremental Facility,” and the loans thereunder, “Incremental Loans”), up to a maximum aggregate amount of Incremental Commitments not to exceed $400,000,000; provided that, if the Collateral Event has occurred, the aggregate amount of all Incremental Commitments shall not exceed at the Revolving time any such Incremental Commitments or are entered into the making greater of incremental term loans hereunder (“x) $400,000,000 and (y) an amount such that, on a Pro Forma Basis after giving effect to such Incremental Term Loans”Commitments (and assuming such Incremental Commitments are fully drawn and/or funded, as applicable, and applied for the purpose intended) the Consolidated Net Leverage Ratio does not exceed 3.00 to 1.00. (b) The following terms and conditions shall apply to each Increased Revolver Commitment: (i) Obligations thereunder shall constitute Credit Party Obligations and will be guaranteed (and secured, to the extent applicable) with the other Credit Party Obligations on a pari passu basis and will not be guaranteed by any obligor or secured by any assets that do not guarantee or secure, respectively, the Credit Party Obligations, (ii) each Increased Revolver Commitment shall have the same terms (including interest rate and maturity date but other than with respect to any upfront fees) as the existing Revolving Commitments, (iii) each Increased Revolver Commitment shall be entitled to the same voting rights as the existing Revolving Commitments, voting as one class, and shall be entitled to receive a pro rata share of proceeds of prepayments on the same basis as the existing Revolving Loans and shall be considered an increase to the existing Revolving Commitments, (iv) each Increased Revolver Commitment shall be obtained from existing Lenders or from other banks, financial institutions or Funds, in each case in accordance with the terms set forth below, (v) the proceeds of all Loans thereunder will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Note in favor of any new Lender or any existing Lender requesting a Note whose Revolving Commitment is increased, (vii) on the effective date of each such increase or Incremental Term Loansincrease, the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) each such Increased Revolver Commitment shall be in a minimum amount of $5,000,000 (and $1,000,000 increments in excess thereof), and (ix) the Administrative Agent shall have received from the Borrower (A) resolutions, legal opinions and other corporate authority documents reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 4.1 and (B) updated financial projections and an “Incremental Facility”) by providing written notice officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, which notice shall be irrevocable once given; provideddemonstrating that, however, that after giving effect to such Increased Revolver Commitment and any such Incremental Facility borrowings thereunder and the aggregate amount of application thereof on a Pro Forma Basis, the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall Credit Parties will be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation compliance with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated covenants set forth in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee Section 5.9 (and, if such new Lender is assuming Revolving Commitmentsthe Collateral Event has occurred, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or condition in the case of an existing Lender, increases its Revolving Commitmentproviso set forth in Section 2.22(a)) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall exist. Any new banks, financial institutions and Funds that become Revolving Lenders that were not previously Lenders hereunder shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. In connection with the closing of any Increased Revolver Commitment, the outstanding Revolving Loans and Participation Interests shall be in existence reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (with the Borrower responsible for any costs arising under Section 2.15 resulting from such reallocation and repayments) of Revolving Loans as necessary such that, after giving effect to such Increased Revolver Commitments, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such Increased Revolver Commitments). (c) The following terms and conditions shall apply to each Incremental Facility: (i) Obligations thereunder shall constitute Credit Party Obligations and will be guaranteed (and secured, to the effective date of such increaseextent applicable) with the other Credit Party Obligations on a pari passu basis and will not be guaranteed by any obligor or secured by any assets that do not guarantee or secure, respectively, the Credit Party Obligations, (yii) the representations and warranties made or deemed made each Incremental Facility shall otherwise have terms (including pricing terms) to be agreed by the Borrower and the Lenders providing the Incremental Commitments (the “Incremental Lenders”) subject to the following parameters: (A) no Incremental Facility shall mature prior to the Maturity Date applicable to the Revolving Loans, (B) mandatory prepayments customary for a term loan (which for the avoidance of doubt may include prepayments with the proceeds of non-ordinary course asset sales and “excess cash flow” (to be defined in a manner satisfactory to the Borrower and the Administrative Agent)) may be included on then-market terms, and (C) all terms of any other Loan Party in any Loan Document to which such Loan Party is a party Incremental Facility not set forth herein, shall be true reasonably satisfactory to the Administrative Agent, (iii) each Incremental Facility shall constitute a separate Facility hereunder, and correct in all material respects shall be incorporated into the Credit Documents such that the Incremental Lenders have similar rights and privileges to the Lenders, (except in the case of a representation iv) each Incremental Facility shall be obtained from existing Lenders or warranty qualified by materiality from other banks, financial institutions or Material Adverse EffectFunds, in which each case in accordance with the terms set forth below; provided that any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Facility Commitment may elect or decline, in its sole discretion, to provide such representation or warranty Incremental Facility Commitment, (v) the proceeds of each Incremental Facility will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall be true and correct execute a Note in all respectsfavor of any Incremental Lender requesting a Note representing its Loans under the Incremental Facility, (vii) on the effective date of such increase except incurrence of the Incremental Loans, the conditions to the extent that such representations and warranties expressly relate solely to an earlier date (Extensions of Credit in which case such representations and warranties Section 4.2 shall have been true and correct in all material respects satisfied, (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case viii) each such representation or warranty commitment for an Incremental Facility shall be true in a minimum amount of $5,000,000 (and correct $1,000,000 increments in all respects) on and as of such earlier dateexcess thereof), and (zix) the Administrative Agent shall have received each of from the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of Borrower (A) all corporateresolutions, partnership, member or legal opinions and other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as corporate authority documents reasonably requested by the Administrative Agent; , substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 4.1 and (ivB) new or replacement Revolving Notes or Term Notes executed by updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the BorrowerAdministrative Agent, payable demonstrating that, after giving effect to any Lenders participating in the borrowing of such Incremental FacilityLoans and the application thereof on a Pro Forma Basis, as applicablethe Credit Parties will be in compliance with the financial covenants set forth in Section 5.9 (and, if the Collateral Event has occurred, the condition in the amount proviso set forth in Section 2.22(a)) and no Default or Event of Default shall exist. All Incremental Lenders shall enter into such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and joinder agreements to give effect thereto as the Administrative Agent may reasonably request request. (d) Notwithstanding anything to the contrary in Section 9.1 or elsewhere in this Credit Agreement, the Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary solely to incorporate the terms of each Increased Revolver Commitment or Incremental Facility therein. For the avoidance of doubt, such amendments may provide for, among other things, the incorporation of such Incremental Facility into the definitions of “Required Lenders”, “Required Facility Lenders”, “Commitment Percentage”, and (2) similar terms and sections of this Credit Agreement on a similar basis to each other existing Facility, and may provide for sharing of payments and inclusion in the case waterfall, and the inclusion of any Lender that is organized under customary provisions for a term loan throughout the laws of a jurisdiction outside of Credit Documents.\ (e) Upon executing the United States of America, provide to joinder documentation requested by the Administrative Agent, its nameeach bank, address, tax identification number and/or such financial institution or other information entity committing to be a new Revolving Lender or Incremental Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be necessary for bound by and entitled to the Administrative Agent benefits of this Agreement and the other Credit Documents, and shall benefit equally and ratably from the Guarantees and security interests (if applicable) created by the Security Documents, if any; provided that any Lender offered or approached to comply with “know your customer” and Anti-Money Laundering Lawsprovide all or a portion of any Increased Revolver Commitment may elect or decline, including without limitationin its sole discretion, the Patriot Actto provide such Increased Revolver Commitments.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments Company may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; providedrequest (i) during the Revolving Commitment Period, howeverthe establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Loan Commitments, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum Incremental Commitments established hereunder shall not exceed US$1,200,000,000. Each such notice shall specify (A) the date on which the Company proposes that the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 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 and (B) the amount of the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or the Incremental Term Loan Commitments and (y) any Person that the Company proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank). (b) The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments plus the principal amount and Loans and other extensions of Term Loans (including credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans. The terms and conditions of any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Loan Commitments and Incremental Term Loans shall to be made at thereunder shall be, except as otherwise set forth herein or in the time Borrower requests such increase. Each such applicable Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersAssumption Agreement, in consultation with the Borrower, shall manage all aspects identical to those of the syndication Tranche B Term Loan Commitments and the Tranche B Term Loans; provided that (i) the weighted average life to maturity of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or any Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever no shorter than the remaining weighted average life to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion maturity of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Tranche B Term Loans, (ii) no Incremental Term Loan Maturity Date shall be equally and ratably secured with earlier than the Revolving Loans and Term Loanslatest Maturity Date then in effect, (iii) in the case of Weighted Average Yield applicable to any Incremental Term Loans, (x) Loans shall not mature earlier be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Tranche B Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior plus 0.50% per annum unless the Applicable Rate with respect to the Tranche B Term Loan Maturity Date, Loans is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Tranche B Term Loans to equal the Weighted Average Yield then applicable to such Incremental Term Loans minus 0.50% per annum and (iv) all terms and conditions of any Incremental Term Loan Commitments and Incremental Term Loans (other than those set forth in clauses (i) through (iii)), to the extent not consistent with the terms of the Tranche B Term Loan Commitments and the Tranche B Term Loans, shall be treated substantially reasonably acceptable to the same (Administrative Agent. Any Incremental Term Loan Commitments established pursuant to an Incremental Assumption Agreement that have identical terms and in any event not more favorably than) the Revolving Loans. Effecting conditions, and any Incremental Facility under Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Loan Commitments and Incremental Term Loans for all purposes of this Section is subject Agreement. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Assumption Agreements executed and delivered by the following conditions precedent: Company, each Incremental Lender providing such Incremental Commitments and the Administrative Agent but only if (xi) no Default or Event of Default shall have occurred and be in existence continuing on the effective date of effectiveness thereof, both immediately prior to and immediately after giving effect to such increaseIncremental Commitments and the making of the Loans and other Credit Extensions thereunder to be made on such date, (yii) on the date of effectiveness thereof, the representations and warranties made or deemed made by the of each Borrower and any each other Loan Credit Party set forth in any Loan Document to which such Loan Party is a party the Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of a any such representation or and warranty qualified by materiality or Material Adverse Effectthat specifically relates to an earlier date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), (iii) after giving effect to such Incremental Commitments and (z) the Administrative Agent shall have received each making of Loans and other Credit Extensions thereunder to be made on the following, in form date of effectiveness thereof and substance satisfactory to the Administrative Agent: (i) if not previously delivered such other customary adjustments as are reasonably acceptable to the Administrative Agent, copies certified by the Secretary or Assistant Secretary Company shall be in compliance on a pro forma basis (determined in accordance with Section 1.2(c)) with the financial covenants set forth in Sections 6.1 and 6.2 as of the date of effectiveness thereof, (Aiv) all corporate, partnership, member or other necessary action taken by the each applicable Borrower shall make any payments required to authorize be made pursuant to Section 2.17(c) in connection with such Incremental Facility Commitments and the related transactions under this Section 2.24 and (Bv) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement Company shall have delivered to this Agreement executed by the Borrower, the Administrative Agent 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 Lender providing such transaction. Each Incremental FacilityAssumption Agreement may, which supplement may include without the consent of any Lender, effect such amendments to this agreement Agreement and the other Credit Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and , to give effect to the provisions of this Section 2.24. (ivd) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Credit Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender that is organized under already has a Revolving Commitment, shall increase) the laws Revolving Commitment of a jurisdiction outside such Incremental Lender and (B) the Total Revolving Commitments shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Pro Rata Shares of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the Administrative Agentdate of effectiveness of any Incremental Revolving Commitments, its nameeach Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, addressand each such Incremental Revolving Lender shall purchase from each Revolving Lender, tax identification number and/or at the principal amount thereof (together with accrued interest), such other information interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their applicable Pro Rata Shares after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Assumption Agreement, each Incremental Term Lender holding an Incremental Term Loan Commitment of any Series shall make a loan to the Company in an amount equal to such Incremental Term Loan Commitment on the date specified in such Incremental Assumption Agreement. (g) The Administrative Agent shall notify Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to comply with “know your customer” in Section 2.24(a) and Anti-Money Laundering Lawsof the effectiveness of any Incremental Commitments, including without limitationin each case advising the Lenders of the details thereof and, in the Patriot Actcase of effectiveness of any Incremental Revolving Commitments, of the Pro Rata Shares of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.24(e).