Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers The Borrower may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) prior to the Tranche B Term Loan Maturity Date, the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), together with by an amount not in excess of $75,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $75,000,000 and all such Incremental Revolving Commitments, the “Commitments and Incremental Commitments”Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in an aggregate amount not to exceed $750,000,000excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 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 Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (zB) any the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” ”, as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Barclays Bank may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) the ratio of (i) Consolidated Total Secured Debt after giving effect to such Incremental Revolving Commitment or the Incremental Term Loan Commitment, as applicable, to (ii) pro forma Consolidated Adjusted EBITDA for the latest twelve-month period for which financial statements are then available shall be allocated less than or equal to 3.25:1.00; (2) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (3) both before and after giving effect to the making of any Series of Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be subject to satisfied; (4) Holdings shall be in pro forma compliance (calculated in accordance with the approval definition of Consolidated Adjusted EBITDA) with each of the covenants set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter, after giving effect to such Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, including any acquisitions consummated with the proceeds thereof or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (5) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such recorded in the Register and each Incremental Revolving Loan Lender or and Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of requirements set forth in Section 2.20(c); (6) the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default Borrower shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered make any payments required pursuant to Section 5.01, the Borrowers would have been 2.18(c) in compliance connection with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase PeriodIncremental Revolving Commitments or Incremental Term Loan Commitments, if as applicable) that are applicable at such time; (y7) the representations all other fees and warranties made or deemed made by the Borrowers expenses owing in any Loan Document shall be true and correct in all material respects on the effective date respect of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered increase to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Collateral Agent and the Lenders, and Lenders will have been paid; (iii) if requested by any Lender, new notes executed by the 8) such Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, payable shall share pari passu in the Guarantees and Collateral; and (9) the Borrower shall deliver or cause to be delivered any new Lender, legal opinions or other documents (including modifications of Mortgages and replacement notes executed title insurance endorsements or policies) reasonably requested by the Revolving Borrowers or the Administrative Agent in connection with any such transaction. Any Incremental Term Loan Borrowers, as applicable, payable to any existing LendersLoans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its the Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effectedeffective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan LendersLenders of such Series, as applicable, applicable and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or as agreed between the Borrower and the Lenders providing such Incremental Term Loans and as set forth in the Joinder Agreement, identical to the existing Term Loans. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans and such Incremental Revolving Loan will be documented solely as an increase to the Revolving Commitments, without any change in terms other than any change that is more favorable to the Revolving Lenders and applies to all loans and commitments under the Revolving Loans (it being understood that the Administrative Agent shall be empowered to, on behalf of all the Revolving Lenders, execute an amendment to the definitive documentation relating to the Revolving Loans in order to give effect to such a change more favorable to the Revolving Lenders). In any event (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no shorter than the latest of the final maturity of the existing Term Loans, and (iii) if the initial “yield” (for purposes of this Section 2.24, the “yield” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees payable in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable credit facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the Incremental Term Loans exceeds the “rate” (which for purposes of this Section 2.24 shall be calculated as the Applicable Margin) then in effect with respect to the existing Term Loans by more than 0.25%, then the Applicable Margin relating to the existing Term Loans and the existing Revolving Loan Lenders and/or Loans shall be adjusted so that the yield relating to such Incremental Term Loan Lenders shall be determined by Loans does not exceed the Revolving Borrowers rate applicable to the existing Term Loans or the Term Loan Borrowersexisting Revolving Loans, as applicable, by more than 0.25%, and if the applicable Incremental Revolving Loan Lenders and/or lowest permissible Adjusted Eurodollar Rate is greater than 2.00% or the lowest permissible Base Rate is greater than 3.00%, for such Incremental Term Loan Lenders. The Loans, the difference between such “floor” and 2.00%, in the case of Incremental Commitments Term Loans with the Adjusted Eurodollar Rate, or 3.00%, in the case of Incremental Term Loans with Base Rate, shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each used in calculating “yield” for purposes of which shall be recorded in the Registerclause (iii) above. Each Additional Credit Extension Amendment Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, Agent to effect the provisions of this Section 2.042.24.

Incremental Facilities. On (a) The Company may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bi) the establishment of one or more new term loan commitments Incremental Revolving Commitments and/or (ii) the “establishment of Incremental Term Loan Commitments”, together with ; provided that (A) the aggregate amount of all the Incremental Revolving Commitments, Commitments established hereunder shall not exceed US$600,000,000 and (B) no Incremental Commitments may be established until after the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,000earlier of (x) the Delayed Draw Term Funding Date and (y) the Delayed Draw Term Commitment Termination Date. Each such notice shall specify (1) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (2) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments 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 CommitmentLender, and (z) any Lender or other if such Person that is not then a Lender, must be an Eligible Assignee (eachand must be reasonably acceptable to the Administrative Agent and, an “in the case of any proposed Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the each Issuing Bank and the Swingline Lender (Lender, in each of which approvals shall case not to be unreasonably withheld, delayed or conditioned and solely to the extent the consent of the Administrative Agent, the Issuing Banks or the Swingline Lender, as the case may be, would be required for an assignment to such Person pursuant to Section 10.04), unless such . (b) The terms and conditions of any Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing LenderCommitment and the 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, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans. The terms and provisions conditions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that be such as the maturity date of any Company and the applicable Incremental Term Lenders shall agree upon; provided that (i) the Incremental Term Loans shall be extensions of credit to the Company that are guaranteed only by the Subsidiary Guarantors, (ii) the Incremental Term Loans shall rank pari passu in right of payment with the other Loans and the other Loan Document Obligations and shall not be secured by any Liens on any assets of the Company or its Subsidiaries, unless the Loan Document Obligations are equally and ratably secured pursuant to security documentation reasonably satisfactory to the Administrative Agent, (iii) the Incremental Facility Agreement with respect thereto shall not contain any affirmative, negative or financial covenant applicable to the Company or the Subsidiaries or any event of default that benefits the Incremental Term Lenders (but not the other Lenders), in each case, except if this Agreement is a separate tranche amended to include such affirmative, negative or financial covenant or event of default for the benefit of all Lenders and (iv) if any Class of Term Loans shall be outstanding immediately after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds thereof, (A) the Incremental Term Maturity Date with respect to such Incremental Term Loans shall be no earlier than the Term Loan latest Maturity Date and shall not have of any scheduled amortization paymentssuch Class of Term Loans, (bB) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect weighted average life to maturity of such Incremental Term Loans elect lesser payments shall be no shorter than the longest remaining weighted average life to maturity of any such Class of Term Loans and (cC) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment Term Loans shall not be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such any mandatory prepayment provisions. Any Incremental Term Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered established pursuant to Section 5.01, the Borrowers would a single Incremental Facility Agreement that have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing identical terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent thereunder, shall notify the Lenders promptly upon receipt be designated as a separate “Class” of a Borrower’s notice Commitments or Loans for all purposes of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the this Agreement; provided that any Incremental Term Loan Commitments and the Incremental Term Loan Lenders, Loans that have identical terms as applicable, and any other Class of “term” Loans then outstanding (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The case, disregarding any differences in original issue discount or upfront fees payable to if not affecting the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall fungibility thereof for US federal income tax purposes) may, at the election of the Company, be determined by the Revolving Borrowers or the Term Loan Borrowers, treated as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. a single Class with such outstanding “term” Loans. (c) The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan BorrowersCompany, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan Lender, as applicable, Commitments and the Administrative AgentAgent (with the Administrative Agent hereby agreeing that its consent thereto shall not be unreasonably withheld, conditioned or delayed); provided that no Incremental Commitments shall become effective unless (i) no Default or 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 Commitments and the making of any Loans thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in (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 of effectiveness, except in the case of any such representation or warranty that expressly relates to a prior date, in which case such representation or warranty shall be so true and correct on and as of such prior date, and each of which (iii) the Company shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall have been reasonably be recorded requested by the Administrative Agent in the Registerconnection with any such transaction. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Company, to give effect to the provisions of this Section, including any amendments necessary or appropriate to treat the Incremental Term Commitments and the Incremental Term Loans as a new Class of Commitments and Loans hereunder (including for purposes of voting). (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 under the other Loan Documents 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 provided herein. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, 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 Revolving Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental Revolving Commitments shall be deemed to be repaid, (ii) each Incremental Revolving Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to the Administrative Agent in same day funds and in the applicable currency 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 Revolving Commitments) multiplied by (2) the amount of each Resulting Revolving Borrowing (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 amount of each corresponding Existing Revolving Borrowing, (iii) each Incremental Revolving Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to Administrative Agent in same day funds and in the applicable currency 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 amount of each Resulting Revolving Borrowing, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the difference 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 amount of each Existing Revolving Borrowing, 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 amount of each corresponding Resulting Revolving Borrowing, (v) after the effectiveness of such Incremental Revolving Commitments, the applicable Borrowers shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in amounts and currencies equal to the amount and currencies of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.042.03 (and the Company shall, on behalf of all applicable Borrowers, 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 applicable Borrowers shall 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 Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrowers pursuant to the provisions of Section 2.13 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 of any Class 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 paragraph (a) of this Section 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.

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase prior to the existing Revolving Commitments (any such increaseMaturity Date, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the Incremental Debt Cap in the aggregate and not less than $10,000,000 in the case of each such increase (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Debt Cap and all such Incremental Term Loan Commitments obtained prior to such date, together with the all Incremental Revolving Commitments, the “Incremental Commitments”Debt outstanding under Section 10.2.1(n)), and integral multiples of $5,000,000 in an aggregate amount not to exceed $750,000,000excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the Revolving Borrowers or the Incremental Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 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 effortsor such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender, with the assistance of the Revolving Borrowers Person that is an Eligible Assignee or the other Person not then either a Lender or Eligible Assignee (each, an “Incremental Term Loan BorrowersLender”) to whom Borrower proposes any portion of such Incremental Term Loan Commitments, as applicable, to arrange a syndicate be allocated and the amounts of Lenders willing to hold the requested Incremental Commitmentssuch allocations; provided that (x) any Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment; provided, further, that each Lender and (z) any Lender or other Person that is Borrower proposes to become an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lendermust be reasonably acceptable to Administrative Agent. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Such Incremental Term Loan Commitments and any shall become effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans shall is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (ah) provide that the maturity date of any Incremental Term Loan that has occurred or is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentscontinuing or would immediately result therefrom, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (cB) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereofotherwise, (i) no Default or Event of Default shall exist as of such date, or immediately US-DOCS\144726423.10 result from such funding; and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (both immediately before and after giving effect to the making of any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase PeriodClass of Incremental Term Loans, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by of each Obligor in the Borrowers Loan Documents (or, in the case of any Loan Document Incremental Facility being requested in connection with a Permitted Acquisition, the Specified Representations and Acquisition Agreement Representations in the Acquisition Agreement for such Permitted Acquisition) shall be true and correct in all material respects on the effective date (without duplication of such Incremental Commitments any materiality qualifier contained therein) (except to the extent that such for representations and warranties that expressly relate solely to an earlier date date); (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z2) the Administrative Agent Incremental Term Loan Commitments shall have received each of be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the following, in form Incremental Term Loan Lender and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by and each of which shall be recorded in the Secretary or Assistant Secretary of Register and each Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.9; (A3) all corporate or other necessary action taken by Borrower shall make any payments required pursuant to Section 3.9 in connection with the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Term Loan Commitments; and (ii4) a customary opinion of counsel Borrower shall deliver or cause to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered any legal opinions, mortgage modifications or other documents reasonably requested by internal counsel Administrative Agent in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be, at the election of the Borrowers), and addressed to the Administrative Agent and (in consultation with the LendersBorrower), and (iii) if requested by any Lender, new notes executed by designated as either part of the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to same Class of any existing LendersTerm Loans or a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effectedDate, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan CommitmentCommitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a BorrowerXxxxxxxx’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders, Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as applicable, and (z) set forth herein or in the case Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each notice to Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving other Class of Incremental Term Loans, in each case subject to (iii) the assignments contemplated by this Section. The upfront fees payable Weighted Average Yield applicable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Loans of each Class shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Revolving Term Loans shall not 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 any Loan Lenders and/or plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Lenders. The Incremental Commitments Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall be effected pursuant the covenants or other provisions applicable to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or any Incremental Term Loan Lenderbe more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans unless (in each case, as applicablecertified by a Senior Officer of the Borrower in good faith) (A) the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms (which, for avoidance of doubt, may be provided to them without their consent), (B) subject to clauses (i) through (vi) in this paragraph, such terms concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) such terms apply only after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term US-DOCS\144726423.10 Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and (vi) not have any terms which require it to be voluntarily or mandatorily prepaid prior to the Administrative Agentrepayment in full of the Initial Term Loans and any other Incremental Term Loans, and each unless accompanied by at least a ratable payment of which shall be recorded in the RegisterLoans. Each Additional Credit Extension Amendment 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, Agent to effect the provisions provision of this Section 2.042.4.

Incremental Facilities. On (a) The Company may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (A) an increase to the existing establishment, during the Revolving Commitments (any such increaseAvailability Period, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, provided that the “Incremental Commitments”), in an aggregate amount of all the Incremental Revolving Commitments established hereunder during the term of this Agreement shall not to exceed $750,000,000200,000,000. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (ii) the assistance amount of the Incremental Revolving Borrowers or the Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (yA) any Lender approached to provide all or a portion of the any Incremental Commitments Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Company proposes to become an Incremental CommitmentRevolving Lender, and (z) any Lender or other if such Person that is not then a Revolving Lender, must be an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall and must be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and approved by the Administrative Agent, and, if an Incremental Revolving Commitment, the each Issuing Bank and the Swingline Lender (each of which approvals shall such approval not to be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. ). (b) The terms and provisions conditions of any Incremental Revolving Commitments Commitment and the Loans and other extensions of credit to be made thereunder shall be identical to those of the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Revolving Loans shall (a) provide that the maturity date and other extensions of any Incremental Term Loan that is a separate tranche credit made thereunder, and shall be no earlier than treated as a single Class with such Revolving Commitments and Revolving Loans; provided that, if the Term Loan Maturity Date Company determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, such increase shall not have any scheduled amortization payments, (b) share ratably be permitted if the interest rate or fees payable in any prepayments respect of the existing Term Loan Facilityother Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, unless the Term Loan Borrowers and the Incremental Term Loan Lenders as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Term Revolving Commitments or Revolving Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness other extensions of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties credit made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowersthereunder, as applicablethe case may be; provided further that the Company, payable at its election, may pay upfront or closing fees with respect to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), without paying such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder fees with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. other Revolving Commitments. (c) The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by Xxxxxx USA, the Revolving Borrowers or the Term Loan Borrowers, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan LenderRevolving Commitments, as applicable, and the Administrative Agent, each Issuing Bank and the Swingline Lender; provided that no Incremental Revolving Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Revolving Commitments (and assuming that the full amount of such Incremental Revolving Commitments shall have been funded as Loans on such date), no Default shall have occurred and be continuing (disregarding any Default that would arise as a result of any portion of the assumed Borrowings on such date exceeding the Borrowing Base then in effect), (ii) on the date of effectiveness thereof and after giving effect to the making of Loans and issuance of Letters of Credit thereunder to be made on such date, the representations and warranties of each of which Loan Party set forth in the Loan Documents shall be recorded true and correct (A) in the Registercase 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 Borrowers shall make any payments required to be made pursuant to Section 2.17 in connection with such Incremental Revolving Commitments and the related transactions under this Section and (iv) Xxxxxx USA and the Borrowers 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. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, 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. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving Lender shall be deemed to be a “Lender” (and a Lender in respect of Revolving Commitments and Revolving Loans) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Revolving Commitments and Revolving Loans) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Revolving Commitments and Revolving Loans) hereunder and under the other Loan Documents, and (ii) (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Revolving 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 and the Revolving Total 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 Borrowings”) immediately prior to the effectiveness of such Incremental Revolving Commitments shall be deemed to be repaid, (ii) each Incremental Revolving Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to the Administrative 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 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 Borrowings, (iii) each Incremental Revolving Lender that shall not have had a Revolving Commitment 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, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the difference 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 Borrowings, 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 Borrowers shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in Borrowing Requests delivered by each Borrower that shall have any Existing Revolving Borrowings to the Administrative Agent in accordance with Section 2.042.03 (and each applicable 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) each applicable Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the applicable Borrower pursuant to the provisions of Section 2.17 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) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to in Section 2.22(a) and of the effectiveness of any Incremental Revolving 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 2.22(e).

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed the greater of (i) $750,000,0001,150,000,000 and (ii) 100% of NAI-1539367892v12 Consolidated EBITDA for the most recently ended Testing Period for which a Compliance Certificate has been delivered in accordance with Section 5.01(c). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving applicable Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Revolving Maturity Date and shall not (but may have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of payments prior to such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loansdate). The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers Company would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving applicable Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving applicable Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan NAI-1539367892v12 Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving applicable Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving applicable Borrowers or the Term Loan Borrowers, as applicable, and the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative AgentAgent and the Company, to effect the provisions of this Section 2.04.

Incremental Facilities. On (a) The Company may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (Ai) an increase to during the existing Availability Period, the establishment of Incremental Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed each case, in minimum increments of the Dollar Amount of $750,000,00010,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five ten (510) 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 and (B) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment, (y) any Person that the Company proposes to become an Incremental CommitmentLender, if such Person is not then a Lender, must be reasonably acceptable to (i) the Administrative Agent (except in the case of such Person that is an Affiliate of a Lender or an Approved Fund) and, (ii) in the case of any proposed Incremental Revolving Lender, the Issuing Lenders and the Swingline Lender, in each case of clauses (i) and (ii), such approval not to be unreasonably withheld, and (z) any Lender or other Person that is none of the Persons described in the foregoing clauses (x) and (y) may be an Eligible Assignee Ineligible Institution). Notwithstanding anything herein to the contrary, the aggregate Dollar Amount (eachcalculated based on the Exchange Rate in effect on the date such Indebtedness was incurred, an “Incremental Revolving Loan Lender” or “in the case of Incremental Term Loan Lender,” as applicableCommitments, or first committed, in the case of Incremental Revolving Commitments) to whom any portion of such all Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Commitments and Incremental Term Loan Borrowers, as applicable, and Commitments established pursuant to this Section 2.20 shall not exceed $200,000,000. No consent of any Lender (other than the Administrative Agent, and, if an Lenders participating in the Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender Commitment or Incremental Term Loan Lender is an existing Lender. Commitment) shall be required for any increase pursuant to this Section 2.20. (b) The terms and provisions conditions of any Incremental Revolving Commitments Commitment and Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the existing Commitments and Revolving CommitmentsLoans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans. The Incremental Term Loans (i) shall not mature earlier than the Maturity Date (but may have amortization and/or customary prepayments prior to such date), (ii) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and (iii) shall have the same Guarantees as the Revolving Loans; provided that (x) the terms and provisions conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (y) the Incremental Term Loans may be priced differently (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans. Any Incremental Term Loan Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date for all purposes of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and this Agreement. (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan Lender, as applicable, Commitments and the Administrative Agent, and each ; provided that (other than with respect to the incurrence of Incremental Term Loans the proceeds of which shall be recorded used to consummate a Business Acquisition permitted by this Agreement for which the Company has determined, in good faith, that limited conditionality is reasonably necessary (any such acquisition, a “Limited Conditionality Acquisition”) as to which conditions (i) through (iii) below shall not apply) no Incremental Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect (including pro forma effect) to such Incremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of each Obligor set forth in the RegisterLoan Documents shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) on and as of such date, (iii) after giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof (and assuming, in the case of any Incremental Revolving Commitments to be made on the date of effectiveness thereof, that such Incremental Revolving Commitments are fully drawn but excluding the proceeds of any such Incremental Commitments for purposes of netting cash and Permitted Investments in the calculation of the Leverage Ratio), the Company shall be in pro forma compliance with the financial covenants set forth in Sections 6.14 and 6.15, (iv) the Borrowers 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 (v) the other conditions, if any, set forth in the applicable Incremental Facility Agreement are satisfied; provided further that no Incremental Term Loans in respect of a Limited Conditionality Acquisition shall become effective unless (1) as of the date of execution of the definitive acquisition documentation in respect of such Limited Conditionality Acquisition (the “Limited Conditionality Acquisition Agreement”) by the parties thereto, no Default or Event of Default shall have occurred and be continuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under clauses (a), (b), (h), (i) or (j) of Article VII is in existence immediately before or after giving effect (including on a pro forma basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties of each Obligor set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, (4) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Incremental Term Loans) shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Term Loans and (5) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, the Company shall be in pro forma compliance with the financial covenants set forth in Sections 6.14 and 6.15. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, 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 2.04and no consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.20. (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 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 term “Revolving Commitment.” For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Credit Exposure of the Incremental Revolving Lender holding such Revolving Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Lender with a Commitment (immediately prior to giving effect to such Incremental Revolving Commitments) shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each such Lender, at the principal amount thereof (together with accrued interest), such interests in the Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit will be held by all the Lenders with Revolving Commitments 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 Loan Commitment of any Series shall make a loan to the relevant Borrower in an amount equal to such Incremental Term Loan 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 paragraph (a) above 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 Lenders after giving effect thereto and of the assignments required to be made pursuant to paragraph (e) above.

Incremental Facilities. On (a) The Borrower may on one or more occasions at any time after the Closing Funding Date, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with provided that the aggregate amount of all the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount Term Commitments established hereunder shall not to exceed $750,000,000250,000,000 during the term of this Agreement. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or Borrower proposes that the Incremental Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Revolving Borrowers or the Incremental Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the Commitments being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the any Incremental Commitments Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Borrower proposes to become an Incremental CommitmentLender, and (z) any Lender or other if such Person that is an Eligible Assignee (eachnot then a Lender, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall must be allocated shall be subject to approved by the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender Agent (each of which such approvals shall not to be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. ). (b) The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions 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 Commitments in respect of the Initial Term Loans; provided that (i) the Incremental Term Loans and the Initial Term Loans shall rank pari passu in right of payment, (ii) 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 Initial Term Loans and (iii) no Incremental Term Loan Maturity Date shall be earlier than the Initial Term Loan 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 separate series (aeach a “Series”) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date Commitments and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and for all purposes of this Agreement. (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan BorrowersBorrower, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan Lender, as applicable, Commitments 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), the Borrower shall be in compliance with the condition set forth in Section 4.02(b) (and assuming, for such purposes, that a Borrowing is made on such date of effectiveness), (ii) on the date of effectiveness thereof, the Borrower shall be in compliance with the condition set forth in Section 4.02(a) (and assuming, for such purposes, that a Borrowing is made on such date of effectiveness), (iii) 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 each of which any related transaction, on a pro forma basis, the Borrower shall be recorded in compliance with the covenant set forth in Section 6.01 calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, the most recent period of four consecutive fiscal quarters included in the Registerfinancial statements referred to in Section 3.04(a)), (iv) the Borrower shall have paid all fees and expenses required to be made to any arranger or lender in connection with such Incremental Commitments and the related transactions under this Section and (v) the Borrower 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. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, 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. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, 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. (e) 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. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.042.22(a) and of the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof.

Incremental Facilities. On (a) The Borrower may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to and with the consent of the Administrative Agent and the Incremental Lenders, request (Ai) an increase during the period from and including the Restatement Effective Date to but not including the existing Revolving Maturity Date (or any earlier date on which the Commitments have been terminated as provided herein), the establishment of Incremental Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bii) the establishment of one or more new term loan commitments Incremental Term Commitments, provided that the aggregate principal amount of all the Incremental Commitments established hereunder shall not exceed $500,000,000 (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental CommitmentsCommitted Amount”), in an aggregate amount not to exceed $750,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments 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 CommitmentLender, and (z) any Lender or other if such Person that is not then a Lender, must be an Eligible Assignee Assignee). (each, an “b) The terms and conditions of any Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) Commitment and loans and other extensions of credit to whom any portion of such Incremental Commitment be made thereunder shall be allocated shall be subject identical to the approval those of the Revolving Borrowers or the Term Loan Borrowers, as applicableCommitments and Loans and other extensions of credit made hereunder, and the Administrative Agent, and, if an Incremental shall be treated as a single class with such Revolving Commitment, the Issuing Bank Commitments and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing LenderLoans. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions conditions of any Incremental Term Loan 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 such Incremental Term Loans) prior to, the Revolving Maturity Date, (ii) Incremental Term Loans shall not have the benefit of any 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 (aeach a “Series”) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date Commitments and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and for all purposes of this Credit Agreement. 57 [[5731659]] (c) otherwise The Incremental Commitments shall be identical effected pursuant to one or more Incremental Facility Agreements executed and delivered by the existing Term Loans. The effectiveness of any Borrower, each Incremental Lender providing such Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Administrative Agent; provided that no Incremental Commitments and borrowings and the use of proceeds thereof, shall become effective unless (i) no Default or Event of Default shall exist have occurred and (ii) as be continuing on the date of the last day of the most recent month for which financial statements have been delivered pursuant effectiveness thereof, both immediately prior to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (and immediately after giving effect to any increase to such Incremental Commitments and the maximum Total Leverage Ratio pursuant to Section 6.06(amaking of Loans and issuance of Letters of Credit thereunder on such date, (ii) during a Total Leverage Ratio Increase Periodon the date of effectiveness thereof, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by of the Borrowers Borrower set forth in any Loan Document 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 on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (respects, in which each case such representations and warranties shall have been true and correct in all material respects on and as of such earlier 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) after giving effect to such Incremental Commitments and except for changes the making of Loans and other extensions of credit thereunder on the date of effectiveness thereof, the Borrower shall be in factual circumstances specifically 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 expressly permitted the related transactions under the Loan Documents; this Section and (zv) the Administrative Agent Borrower 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 such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, copies certified 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” (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 Secretary or Assistant Secretary applicable class) hereunder and under the other Credit Documents, and (ii) in the case of any Incremental Revolving Commitment, (A) all corporate or other necessary action taken by in the Borrowers to authorize case of an Incremental Lender that does not already have a Revolving Commitment, such Incremental Commitments Revolving Commitment shall constitute the Revolving Commitment of such Incremental Lender and (B) all corporatein the case of an Incremental Lender that already has a Revolving Commitment, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor Revolving Commitment of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may Lender shall be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed increased by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which amount of such Incremental Revolving Commitments are effectedCommitment, in each case, subject to further increase or reduction from time to time as set forth in the satisfaction definition of the foregoing terms and conditionsterm “Revolving Commitment”. For the avoidance of doubt, (a) each upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lenders 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 date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each of the Incremental Revolving Loan LendersLender holding such Incremental Revolving Commitment, and each of the such Incremental Revolving Lenders Lender shall purchase from each of the Revolving LendersLender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit and Swing Line Loans outstanding on such Increased Amount Date date as shall be necessary 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 existing all the Revolving Loan Lenders and (including such Incremental Revolving Loan Lenders Lenders) [[5731659]] ratably in accordance with their Revolving Commitments Loan Commitment Percentages after giving effect to the addition effectiveness of such Incremental Revolving Commitments Commitment. (f) Subject to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditionsconditions set forth herein and in the applicable Incremental Facility Agreement, (i) each Incremental Term Loan Lender holding an Incremental Term Commitment of any Series shall make a Loan loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its such Incremental Term Loan Commitment, and Commitment on the date specified in such Incremental Facility Agreement. (iig) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of a Borrower’s any notice from the Borrower referred to in this Section and of the effectiveness of any Incremental Commitments, in each Increased Amount Date and in respect case advising the Lenders of the details thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lendersand, as applicable, and (z) in the case of each notice to effectiveness of any Incremental Revolving Commitments, of the Revolving Loan Lender, Commitment Percentages of the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to Lenders after giving effect thereto and of the assignments contemplated by this Section. The upfront fees payable required to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected made pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.042.7(e).

Incremental Facilities. (a) On one or more occasions at any time after the Closing Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,0001,125,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose Borrower proposes that such Incremental Term Loan Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, to arrange a syndicate of Lenders willing to hold the requested Incremental Term Loan Commitments; provided that (x) any Incremental Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Term Loan Commitment shall be allocated (each, an “Incremental Term Loan Lender”) shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender Agent (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. . (b) The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall provide that (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentspayments prior to such date, (b) the Incremental Term Loans shall share ratably in any prepayments of the existing Term Loan FacilityLoans, unless the Term Loan Borrowers Borrower and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) except as otherwise provided in Section 2.04(f), the Incremental Term Loans shall otherwise be identical to the existing Term Loans. . (c) The effectiveness of any Incremental Term Loan Commitments and the availability of any borrowings under any such Incremental Term Loan Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Term Loan Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month period for which financial statements have been delivered pursuant to Section 5.015.01(a) or Section 5.01(b), as applicable, the Borrowers Borrower would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers Borrower in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Term Loan Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers Borrower to authorize such Incremental Term Loan Commitments and (B) all corporate, partnership, member, or other necessary NAI-1534445371v11534445371v6 action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Term Loan Commitments; and (ii) a customary opinion of counsel to the Borrowers Borrower and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the BorrowersDate), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, . (ad) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. . (e) The Administrative Agent shall notify the Lenders promptly upon receipt of a athe Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and . (zf) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable Incremental Revolving Term Loan Lenders and/or Lenders. (g) The Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, the Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

Incremental Facilities. On one or more occasions at any time after the Closing Date(a) The Borrower may, the Borrowers may by written notice to the Administrative Agent elect from time to time, request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”Commitments in an amount such that, together with after giving effect thereto, the Aggregate Incremental Amount does not exceed the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,000Cap. Each such Such notice shall specify set forth (i) the date (each, an “Increased Amount Date”) on which amount of the Revolving Borrowers or the Incremental Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, being requested (which shall be in minimum increments of $1,000,000 and a date not less than five minimum amount of $5,000,000), (5ii) Business Days after the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice is delivered to (or such longer or shorter periods as the Administrative AgentAgent shall agree)) and (iii) whether such Incremental Term Loan Commitments are commitments to make Term Loans of the same Class as the Term Loans or commitments to make Term Loans of a different Class than the Term Loans. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Borrower may seek Incremental Term Loan Borrowers, as applicable, to arrange a syndicate Commitments from existing Lenders (each of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date which shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached entitled to provide all agree or a portion of the Incremental Commitments may elect or decline, decline to participate in its sole discretion, to provide an Incremental Commitment, and ) or any Additional Lender. (zb) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment It shall be allocated shall be subject a condition precedent to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions effectiveness of any Incremental Term Loan Commitments Commitment and any the incurrence of the Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist have occurred and be continuing immediately prior to or immediately after giving effect to such Incremental Term Loan Commitment or the incurrence of such Incremental Term Loan, as applicable, (ii) the Borrower would be in compliance with the Financial Covenants and the Net First Lien Leverage Ratio shall not exceed 3.25:1.00, in each case determined on an Incremental Pro Forma Basis as of the last day of the most recent month recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.015.04(a) or 5.04(b), the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (yiii) the representations and warranties made or deemed made by the Borrowers set forth in any Article III and in each other Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of the date such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment effective and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date are incurred and in respect thereof (yiv) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the terms of such Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and Loans thereunder shall comply with Section 2.22(c). (zc) in the case The terms of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Loans shall be determined by the Revolving Borrowers or Borrower and the Incremental Term Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date in effect at the time, (ii) the average life to maturity of the Incremental Term Loans shall be no shorter than the remaining average life to maturity of the Term Loan BorrowersLoans, as applicable, (iii) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and the applicable borrower and guarantors of the Incremental Revolving Loan Lenders and/or Term Loans shall be the same as the Borrower and Guarantors with respect to the Term Loans, (iv) if the All-in Yield on such Incremental Term Loans exceeds the initial All-in Yield of the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (at each level) for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans and (v) to the extent the terms of the Incremental Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Incremental Term Loan Lenders. The Commitments, the Borrower, the Administrative Agent and each applicable Incremental Commitments Term Loan Lender shall be effected pursuant execute and deliver to one or more the Administrative Agent an Additional Credit Extension Amendments executed Amendment and delivered by such other documentation as the Revolving Borrowers or Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Commitment of each Incremental Term Loan Lender, . The Administrative Agent shall promptly notify each Lender as applicable, and to the Administrative Agent, and effectiveness of each of which shall be recorded in the RegisterAdditional Credit Extension Amendment. Each Any Additional Credit Extension Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions of this Section 2.042.22, including any amendments necessary to establish the Incremental Term Loans and/or Incremental Term Commitments as a new Class or tranche of Term Loans and such other 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 Class or tranche, in each case on terms consistent with this Section 2.22.

Incremental Facilities. On (a) The Borrowers may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (Ai) an increase to one or more increases in the existing amount of the Revolving Commitments of any Class (any each such increase, the an “Incremental Revolving CommitmentsCommitment Increase”) and/or (Bii) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with Commitments for the U.S. Borrower; provided that the Dollar Equivalent of the aggregate amount of all the Incremental Revolving Commitment Increases and Incremental Term Commitments to be established hereunder on any datefollowing the Amendment No. 1 Effective Date shall not exceed the greater of (A) the Incremental Base Amount as of such date and (B) assuming that the full amount of such Incremental Revolving Commitment Increases and/or Incremental Term Commitments, and all previously established Incremental Revolving Commitment Increases and Incremental Term Commitments then in effect, shall have been funded as Loans on such date, an additional aggregate amount, such that, after giving Pro Forma Effect to the “establishment of any Incremental Commitments”Revolving Commitment Increases and/or Incremental Term Commitments and the use of proceeds thereof, the Borrowers shall be in Pro Forma Compliance, recomputed as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the Pro Forma Financial Statements), in an aggregate amount not to exceed $750,000,000with a Senior Secured Leverage Ratio that is no greater than 2.50:1.00. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the Incremental Revolving Borrowers Commitment Increases or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Incremental Revolving Borrowers Commitment Increase or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment Increase or a portion of the Incremental Commitments Term Commitment may elect or decline, in its sole discretion, to provide an such Incremental CommitmentRevolving Commitment Increase or Incremental Term Commitments, (y) the Borrowers shall not be required to approach existing Lenders first to provide any 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 Lender or other Person that the applicable Borrower proposes to become a Lender under any Incremental Term Commitment or Incremental Revolving Commitment Increase, if such Person is not then a Lender, must be an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if any consent of the Administrative Agent would be required for an assignment of Loans or Commitment to such Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving CommitmentCommitment Increase, the if any consent of each Issuing Bank and the Swingline Lender would be required for an assignment of Revolving Loans or a Revolving Commitment to such Lender, each Issuing Bank and the Swingline Lender). (each b) The terms and conditions of any Loans and Commitments pursuant to any Incremental Revolving Commitment Increase shall be the same as those of the Revolving Commitments and Revolving Loans of the Class that is being increased and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that any interest margins, commitment fees, pricing and rate floors applicable to any Incremental Revolving Commitment Increase may exceed the interest margins, commitment fees, pricing and rate floors payable with respect to the Revolving Loans and/or Revolving Commitments pursuant to the terms of this Agreement, as amended through the date of such calculation, in which approvals shall not be unreasonably withheldcase the Applicable Rate and/or the fee payable pursuant to Section 2.12(a), unless in each case as in effect for the other Revolving Loans and Revolving Commitments, shall be automatically increased to eliminate such excess (it being understood that additional upfront or similar fees may be payable to the Lenders participating in such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an Commitment Increase without any requirement to pay such amounts to any existing LenderRevolving Lenders). The terms and provisions conditions of any Incremental Revolving Term Commitments and the Incremental Term Loans to be made thereunder shall be set forth in the applicable Incremental Facility Agreement and shall be identical to those of the existing Revolving Commitments. The terms Term Commitments and provisions the Term Loans (other than with respect to maturity, amortization, prepayment, fees and pricing, which shall be, subject to the following proviso, determined by the applicable Borrowers and the Lenders thereunder as set forth in documentation to be determined by the Borrowers and reasonably satisfactory to the Administrative Agent); provided that (A) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the longest remaining Weighted Average Life to Maturity of any Class of Term Loans then outstanding, (B) no Incremental Term Loan Maturity Date shall be earlier than the latest Maturity Date then in effect, (C) any Incremental Term Loans may participate in any mandatory prepayment under Sections 2.11(c) and (e) on a pro rata basis (or on less than pro rata basis), but not on a greater than pro rata basis with the other Term Loans, (D) any Incremental Term Loan shall rank pari passu in right of payment and of security with the Initial Term Loans and shall be secured only by the Collateral securing the Obligations, (E) any Incremental Term Loan shall be denominated in Dollars and (F) any Previously Absent Financial Maintenance Covenant shall be permitted so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of all Lenders. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans shall made thereunder, may be (ax) provide that the maturity date designated as a separate Series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement or (y) effected as an increase to an existing Class of Term Loans. (c) The Incremental Term Commitments and any Incremental Term Loan that is a separate tranche Revolving Commitment Increase shall be no earlier than effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Term Loan Maturity Date and shall not have any scheduled amortization paymentsapplicable Borrower, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the each Incremental Term Loan Lenders in respect of Lender providing such Incremental Term Loans elect lesser payments and (c) otherwise be identical to Commitments or Incremental Revolving Commitment Increase, as the existing Term Loans. The effectiveness of any Incremental Commitments case may be, and the availability of any borrowings under any such Administrative Agent; provided that no Incremental Term Commitments or Incremental Revolving Commitment Increases shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, become effective unless: (i) no Default or Event of Default shall exist have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect 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; (ii) 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, 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; provided that in the case of any Incremental Term Loans or Incremental Revolving Commitment Increase used to finance an acquisition permitted hereunder and whose consummation is not conditioned upon the availability of, or on obtaining, third party financing, to the extent the Lenders participating in such Incremental Term Loans or Incremental Revolving Commitment Increase agree, this clause (ii) shall require only customary “specified representations” and “acquisition agreement representations” requested by the applicable Incremental Lenders; (iii) after giving Pro Forma Effect to the establishment of any Incremental Revolving Commitment Increase or Incremental Term Commitment, the incurrence of any Loans thereunder and the use of the proceeds thereof, and assuming that the full amount of such Incremental Revolving Commitment Increases and/or Incremental Term Commitments shall have been funded as Loans on such date, the Borrowers shall be in Pro Forma Compliance with each Financial Maintenance Covenant, recomputed as of the last day of the most recent month recently ended Test Period for which financial statements have been delivered pursuant to Section 5.015.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, the Borrowers would have been last day of the last fiscal quarter included in compliance with the Pro Forma Financial Covenants Statements); (after giving effect iv) the applicable Borrower shall make any payments required to any increase to the maximum Total Leverage Ratio be made pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers 2.16 in any Loan Document shall be true and correct in all material respects on the effective date of connection with such Incremental Term Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment Increase and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by related transactions under this Section. The upfront fees payable to the Each Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment Facility Agreement may, without the consent of any other LendersLender, 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. (d) 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 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 Increase, (A) if the applicable Lender does not already have a Revolving Commitment, such Incremental Revolving Commitment Increase shall constitute the 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 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 term “Revolving Commitment.” For the avoidance of doubt, 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 date of effectiveness of any Incremental Revolving Commitment Increase, each Revolving Lender shall assign to each Revolving Lender making such Incremental Revolving Commitment Increase, and each such Revolving Lender making such Incremental Revolving Commitment Increase 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 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 applicable 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 applicable Borrower referred to in Section 2.042.21(a) and of the effectiveness of any Incremental Term Commitments, in each case advising the Lenders of the details thereof and, in the case 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. (a) On one or more occasions at any time on or after the Closing Effective Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing aggregate Revolving Commitments (any each such increase, the a “Incremental Revolving CommitmentsFacility Increase”) and/or (B) an increase to the size of the existing Term Loan Facility and/or the establishment of one or more new incremental term loan commitments facilities to the Term Loan Facility (the whether or not a separate tranche, an “Incremental Term Loan”; each Incremental Term Loan Commitmentsis referred to individually as an “Incremental Term Facility” and together with any Revolving Facility Increase, collectively referred to as “Incremental Facilities”, and any such facility or commitment increase, individually, an “Incremental Facility”) such that the aggregate amount of the Facilities, together with the all such Incremental Revolving CommitmentsFacilities, the “Incremental Commitments”), in an aggregate amount does not to exceed at any time $750,000,0004,000,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose Borrower proposes that such Incremental Commitments Facilities shall be effective, which shall be a date not less than five (5) Business Days (or such lesser number of days as the Administrative Agent shall agree) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent Agent, the Syndication Agents and/or its their respective Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental CommitmentsFacility; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the any Incremental Commitments Facility may elect or decline, in its sole discretion, to provide participate in an Incremental CommitmentFacility, and (zy) any Lender or other Person that is an Eligible Assignee to whom any portion of such Incremental Facility shall be allocated (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” ”, as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the Administrative AgentAgent (such approval not to be unreasonably withheld or delayed), and, if an Incremental in the case of a Revolving CommitmentFacility Increase, the each Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified required by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the BorrowersSection 9.04(b), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

Incremental Facilities. On (a) The Company may on one or more occasions at any time after the Closing Date, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (Ai) an increase to during the existing Revolving Availability Period, the establishment of Incremental Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”; provided that the aggregate amount of the Incremental Commitments established under this Section 2.21 on any date, together with the aggregate original principal amount of all Alternative Incremental Revolving CommitmentsFacility Indebtedness incurred under Section 6.01(l) on such date, shall not exceed an amount equal to the “Base Incremental Commitments”)Amount in effect on such date, in and an aggregate additional amount not subject to exceed $750,000,000the Maximum Incremental Amount as of such date. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments 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 CommitmentLender, and (z1) any Lender or other if such Person that is not then a Lender, must be an Eligible Assignee and (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable2) to whom any portion in the case of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, must be reasonably satisfactory to the Administrative Agent, each Issuing Bank and the Swingline Lender Lender). (each b) The terms and conditions of which approvals any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall not be, except as otherwise set forth herein, identical to those of the Revolving Commitments and Loans and other extensions of credit made thereunder, and shall be unreasonably withheld), unless treated as a single Class with such Revolving Commitments and Loans; provided that the upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Company and the Incremental Revolving Lenders providing such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing LenderFacility. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions 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, identical to those of the Term B-1 Commitments or Term B-2 Commitments and the related Term Loans; provided that (i) the upfront fees, interest rates and amortization schedule applicable to any Incremental Term Facility and Incremental Term Loans shall be determined by the Company and the Incremental Term Lenders providing the relevant Incremental Term Commitments, (ii) except in the case of an Incremental Term Facility effected as an increase to an existing Class of Term Loans, the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans with the latest Maturity Date (calculated based on the weighted average life to maturity of such Term Loans as of the date of funding thereof (giving effect to any amendments thereto)), (iii) if the weighted average yield relating to any Incremental Term Loan exceeds the weighted average yield relating to any Class of Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50% (to be determined by the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins, upfront or similar fees, or original issue discount, in each case shared with all lenders or holders thereof and applicable interest rate floors (but only to the extent that an increase in the interest rate floor applicable to such Class of Term Loans would result in an increase in an interest rate then in effect for such Class of Term Loans hereunder)), then the Applicable Rate relating to such Class of Term Loans shall be adjusted so that the weighted average yield relating to such Incremental Term Loans shall not exceed the weighted average yield relating to such Class of Term Loans by more than 0.50%; provided that, with respect to any Series of Incremental Term Loans (the “Declining Series”), the benefit of this clause (iii) shall not apply with respect to the incurrence of other Incremental Term Loans if the applicable Incremental Facility Amendment in respect of the Declining Series so provides and (iv) no Incremental Term Maturity Date shall be earlier than the latest Maturity Date with respect to any Term Loan. 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 (aeach a “Series”) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date Commitments and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments 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 Liens on the Collateral securing the other Loan Document Obligations. (c) otherwise The Incremental Commitments and Incremental Facilities relating thereto shall be identical effected pursuant to one or more Incremental Facility Amendments executed and delivered by the existing Term Loans. The effectiveness Company, the Borrowing Subsidiaries (in the case of any Incremental Revolving Facilities), each Incremental Lender providing such Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Administrative Agent; provided that no Incremental Commitments and borrowings and the use of proceeds thereof, shall become effective unless (i) no Default or Event of Default (or, in the case of any Incremental Acquisition Term Facility or Incremental Acquisition Revolving Facility, no Event of Default under clause (a), (b), (h) or (i) of Article VII) shall exist have occurred and (ii) as be continuing on the date of the last day of the most recent month for which financial statements have been delivered pursuant effectiveness thereof, both immediately prior to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (and immediately after giving effect to any increase to such Incremental Commitments (and assuming that the maximum Total Leverage Ratio pursuant to Section 6.06(afull amount of such Incremental Commitments shall have been funded as Loans on such date), (ii) during a Total Leverage Ratio Increase Periodon the date of effectiveness thereof, if applicable) that are applicable at such time; (y) the representations and warranties made of each Loan Party set forth in the Loan Documents (or, in the case of any Incremental Acquisition Term Facility or deemed made by Incremental Acquisition Revolving Facility, the Borrowers in any Loan Document Specified Representations and the Specified Permitted Acquisition Agreement Representations) shall be true and correct (A) in all material respects on the effective date case of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely qualified as to an earlier date materiality, in all respects and (in which case such representations and warranties shall have been true and correct B) otherwise, in all material respects respects, in each case on and as of such earlier 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 Company shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Commitments and except for changes in factual circumstances specifically and expressly permitted the related transactions under the Loan Documents; this Section 2.21 and (ziv) the Administrative Agent Company 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 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 or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by in connection with any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Registertransaction. Each Additional Credit Extension Incremental Facility Amendment may, without the consent of any other LendersLender, 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 2.042.21. (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 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 Company 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 Company referred to in Section 2.21(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 2.21(e).

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers The Borrower may by written notice to the Administrative Agent at any time after the Closing Date elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in by an aggregate amount not to exceed $750,000,000100,000,000, and, in each case, not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date (i) not less than five (5) 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 and (ii) at least 90 days prior to the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Commitment Termination Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (zB) any the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable”) to whom the Borrower proposes any portion of such Incremental Commitment shall Revolving Commitments be allocated shall be subject and the amounts of such allocations; provided that the Administrative Agent may elect or decline to the approval arrange such Incremental Revolving Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Borrowers Commitments may elect or the Term Loan Borrowersdecline, as applicablein its sole discretion, and the Administrative Agent, and, if to provide an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Such Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect become effective as of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedentIncreased Amount Date; provided that: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i1) no Default or Event of Default shall exist under the Loan Documents, and no Default or Event of Default (iieach as defined in the Existing Credit Agreement) as of shall exist under the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01Existing Credit Agreement, the Borrowers would have been in compliance with the Financial Covenants (on such Increased Amount Date before or after giving effect to any increase such Incremental Revolving Commitments; (2) the Administrative Agent shall have received certified copies of resolutions of the Board of Directors of the Borrower authorizing such Incremental Revolving Commitments and related amendments to the maximum Total Leverage Ratio Loan Documents; (3) the Incremental Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Incremental Revolving Loan Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Revolving Loan Lender shall be subject to the requirements set forth in Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time2.20(c); and (y4) the representations and warranties made or deemed made by the Borrowers contained in any Loan Document Article IV hereto shall be true and correct in all material respects on the effective date as of such Incremental Commitments Increased Amount Date 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 on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and date (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory it being understood that to the Administrative Agent: (i) if not previously delivered to the Administrative Agentextent any such representation and warranty is already qualified by materiality or material adverse effect, copies certified by the Secretary or Assistant Secretary of (A) such representation and warranty will be true and correct in all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowersrespects), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the existing Lenders with Revolving Lenders Commitments shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Revolving such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving 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 Loans will be held by existing Lenders with Revolving Loan Lenders Commitments and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the then-existing Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its the Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effectedIn addition, each Revolving Lender agrees that the Administrative Agent may (subject to the satisfaction consent of the Borrower ) take such additional actions as it deems reasonably necessary to effect the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan such other adjustments to ensure that the Revolving Exposure is allocated ratably in accordance with the applicable Revolving Commitments after giving effect to the applicable Term Loan Borrower (an “addition of such Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant theretoRevolving Commitments. The Administrative Agent shall notify the Lenders promptly upon receipt of a the Borrower’s notice of each Increased Amount Date and in respect thereof (yx) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (zy) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this SectionSection 2.24. The upfront fees payable to terms and provisions of the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Loans shall be determined by identical to the then-existing Revolving Loans. Any Incremental Revolving Loans will be documented solely as an increase to the then-existing Revolving Commitments without any change in terms, other than any change that is more favorable to the Revolving Borrowers or the Term Loan Borrowers, as applicable, Lenders and the applicable Incremental applies equally to all Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed Loans and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the RegisterCommitments. Each Additional Credit Extension Amendment Joinder Agreement may, without the consent of any Lender other Lendersthan the applicable Incremental Revolving Loan 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, Agent to effect the provisions of this Section 2.042.24.

Incremental Facilities. On one or more occasions at any (a) The Borrower may, from time to time after the Closing Date, the Borrowers arrange an incremental Facility (such Person (who may by written notice to be the Administrative Agent elect to request (A) an increase to or any other Person appointed by the existing Revolving Commitments (any such increaseBorrower), the “Incremental Revolving CommitmentsArranger”) and/or specifying the proposed amount thereof, request an increase in the Commitments under any Tranche (B) which shall be on the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”same terms as, together with the Incremental Revolving Commitmentsand become part of, the Tranche proposed to be increased) (each, a “Incremental CommitmentsCommitment Increase”), ) in an aggregate amount not to exceed $750,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments75,000,000; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,0005,000,000, and (y) the entire amount of any increase that may be requested under this Section 2.16. (b) For the avoidance of doubt, the Borrower will not be obligated to approach any Lender to participate in any Commitment Increases. Any Lender approached to provide all or a portion of the Incremental Commitments participate in any Commitment Increases may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an participate in such increase. The Borrower may also invite additional Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject Assignees reasonably satisfactory to the approval Incremental Arranger and with the consent of the Revolving Borrowers or Administrative Agent and each L/C Issuer (to the Term Loan Borrowersextent the consent of any of the foregoing would be required to assign Loans to such Eligible Assignee, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals consent shall not be unreasonably withheld), unless delayed or conditioned) to become Lenders pursuant to a joinder agreement to this Agreement. Neither the Administrative Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.16 and such execution shall not be required for any such joinder agreement to be effective; provided that, with respect to any Commitment Increase, the Borrower must provide to the Administrative Agent the documentation providing for such Commitment Increase. (c) If a Tranche is increased in accordance with this Section 2.16, the Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing LenderArranger and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase among the applicable Lenders. The terms and provisions of any Incremental Revolving Commitments Arranger shall be identical to promptly notify the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments applicable Lenders of the existing Term final allocation of such increase and the Increase Effective Date. In connection with any increase in a Tranche pursuant to this Section 2.16, this Agreement and the other Loan Facility, unless Documents may be amended in writing (which may be executed and delivered by the Term Loan Borrowers Borrower and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and Arranger (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under Lenders hereby authorize any such Incremental Commitment shall be subject Arranger to execute and deliver any such documentation)) in order to effectuate the increases to the satisfaction of the following conditions precedent: (x) after giving pro forma Tranche and to reflect any changes necessary or appropriate to give effect to such Incremental Commitments and borrowings and increase in accordance with its terms as set forth herein pursuant to the use of proceeds thereofdocumentation relating to such Commitment Increase. (d) With respect to any Commitment Increase pursuant to this Section 2.16, (i) no Default or Event of Default shall would exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (immediately after giving effect to such increase (except in connection with any increase acquisition or similar Investment, where no Event of Default under Sections 8.01(a), (f) or (g) shall be the standard), in each case, other than when an election with respect to the maximum Total Leverage Ratio pursuant to a Limited Condition Transaction has been made, in which case Section 6.06(a1.02(e) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such timeshall govern; (yii) the representations and warranties made or deemed made by set forth in the Borrowers in any Loan Document Documents shall be true and correct in all material respects on the effective (or in all respects, if qualified by materiality); provided, that representations and warranties that are expressly stated to be as of an earlier date shall be accurate in all material respects as of such Incremental Commitments except earlier date (or in all respects, if qualified by materiality); provided, further, that, to the extent that the proceeds of such representations and warranties expressly relate solely Commitment Increase are being used to finance an earlier date (in which case such representations and warranties acquisition permitted hereunder or other similar investment, only customary “specified representations” shall have been be required to be true and correct in all material respects on and as of the date of such incurrence (or as of any earlier datedate referred to therein), (iii) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents[reserved]; (iv) [reserved]; and (zv) to the Administrative Agent extent reasonably requested by the Incremental Arranger and expressly set forth in the documentation relating to such Commitment Increase, the Incremental Arranger shall have received each of the followinglegal opinions, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agentresolutions, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporateofficers’ certificates, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 6.12 (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion) with respect to the Borrower and may each material Subsidiary Guarantor, in each case, organized in a jurisdiction for which such deliveries are reasonably necessary to preserve the Collateral in such jurisdiction. Subject to the foregoing, the conditions precedent to each such increase shall be delivered solely those agreed to by internal counsel the Lenders providing such increase and the Borrower. The terms of any Commitment Increase shall be identical to the Facility. (e) On the Increase Effective Date with respect to an increase to an existing Tranche, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Borrowersincrease to the Commitments (each, a “Commitment Increase Lender”), and addressed each such Commitment Increase Lender will automatically and without further act be deemed to the Administrative Agent and the Lendershave assumed, and (iii) if requested by any a portion of such Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), ’s participations hereunder in outstanding L/C Obligations such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in L/C Obligations will equal the Pro Rata Share of the aggregate Commitments of all Lenders represented by such assignments Lender’s Commitment and purchases(y) if, on the date of such increase, there are any Loans outstanding, such Revolving Loans will shall on or prior to the Increase Effective Date be held prepaid from the proceeds of Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by existing Revolving Loan Lenders accrued interest on the Loans being prepaid and Incremental Revolving Loan Lenders ratably any costs incurred by any Lender in accordance with their Revolving Commitments after giving effect Section 3.05. 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 addition of such Incremental Revolving Commitments transactions effected pursuant to the Revolving Commitmentsimmediately preceding sentence. (f) [Reserved]. (g) If the Incremental Arranger is not the Administrative Agent, (b) each the actions authorized to be taken by the Incremental Revolving Commitment Arranger herein shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemeddone in consultation with the Administrative Agent and, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent preparation of any other Lenders, effect such documentation necessary or appropriate to carry out the provisions of this Section 2.16 (including amendments to this Agreement and the other Loan Documents as may be necessary or appropriateDocuments), in the opinion of any comments to such documentation reasonably requested by the Administrative AgentAgent shall be reflected therein. (h) [Reserved]. (i) To the extent any Guarantee or security granted prior to the date of incurrence under this Section 2.16 to support the Obligations in any jurisdiction requires application, registration or similar steps to effect be taken in such jurisdiction for any Commitment Increase which the Borrower and the lenders under such facility desire to benefit on a pari passu basis from such Guarantees and/or such security are not obtained prior to such incurrence, such inability to complete such application, registration, filing or equivalent perfection requirements shall not be deemed to adversely impact the pari passu nature of such applicable facility hereunder and the relevant provisions of this Agreement (including, without limitation, Section 2.048.04) shall be interpreted as if such applicable facility benefits from such Guarantee or security.

Incremental Facilities. On one or more occasions at The Borrower may request, from time to time, on any time after Business Day prior to the Closing Date, date that is six (6) months prior to the Borrowers may Revolving Credit Termination Date by written notice to the Administrative Agent elect in the form attached hereto as Exhibit J or in such other form reasonably acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments by an amount not in excess of $150,000,000 (any such increase, the “Incremental Revolving Credit Commitments”) so that the aggregate Revolving Credit Commitments are not in excess of $300,000,000 and not less than $5,000,000 individually and/or (Bii) the establishment of one or more new term loan commitments or an increase to the existing Term Loans (any such increase, the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in by an aggregate amount not to exceed in excess of $750,000,00075,000,000 in the aggregate and not less than $5,000,000 individually. As of the Second Amendment Effective Date, all Incremental Term Loan Commitments have been fully utilized. Each such notice Commitment Amount Increase Request shall specify identify (x) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers Credit Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, and (y) any Lender approached to provide all or a portion the identity of the Incremental Commitments may elect or declineeach Lender, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender,” ”, as applicable) ), to whom the Borrower proposes any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers Credit Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, be allocated and the amount of such allocations; provided that the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless Agent may elect or decline to arrange such Incremental Revolving Loan Lender Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender is an existing Lender. The terms and provisions approached to provide all or a portion of any the Incremental Revolving Credit Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment (and any Lender may require additional time to review such Commitment Amount Increase Request as needed to determine whether to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment). Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (aeach, a “Series”) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments Loans for all purposes of the existing Term Loan Facility, this Agreement unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical are being effected as an increase to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

Incremental Facilities. On (a) The Borrower may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (Ai) an increase to during the existing Availability Period, the establishment of Incremental Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five ten (510) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment, (y) any Person that the Borrower proposes to become an Incremental CommitmentLender, if such Person is not then a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, the Issuing Banks and the Swingline Lender and (z) any Lender or other Person that is none of the Persons described in the foregoing clauses (x) and (y) may be an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject Ineligible Institution). Notwithstanding anything herein to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitmentcontrary, the Issuing Bank and the Swingline Lender (each aggregate amount of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any all Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any established pursuant to this Section 2.20 shall not exceed the sum of (A) $75,000,000 plus (B) unlimited additional Incremental Term Loans shall (a) provide that the maturity date of any Revolving Commitments, Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentsCommitments so long as, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to thereto (assuming that any such Incremental Revolving Commitments are drawn in full, but excluding the proceeds of any such Incremental Term Loans, Incremental Revolving Commitments for purposes of netting cash and Permitted Investments in the calculation of the Senior Secured Net Leverage Ratio), the Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 (other than to the extent such Incremental Revolving Commitments and/or Incremental Term Loan Commitments are incurred pursuant to this clause (B) concurrently with the incurrence of Incremental Revolving Commitments and/or Incremental Term Loan Commitments in reliance on clause (A) of this sentence, in which case the Senior Secured Net Leverage Ratio shall be permitted to exceed 2.50 to 1.00 to the extent of such Incremental Revolving Commitments and/or Incremental Term Loan Commitments incurred in reliance on such clause (A)); provided that, for the avoidance of doubt, Incremental Revolving Commitments and/or Incremental Term Loan Commitments may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) of this sentence. (b) The terms and conditions of any Incremental Revolving Commitment and Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the revolving Commitments and borrowings Revolving Loans and the use other extensions of proceeds thereofcredit made thereunder, and shall be treated as a single Class with such revolving Commitments and Revolving Loans. The Incremental Term Loans (i) no Default shall not mature earlier than the latest of the Maturity Date or Event of Default shall exist and any other then existing Incremental Term Loan Maturity Date (but may have amortization and/or customary prepayments prior to such date), (ii) shall have a Weighted Average Life to Maturity that is no shorter than the Weighted Average Life to Maturity of any other then existing Term Loans, (iii) shall be treated substantially the same as (and in any event no more favorably than) the revolving Loans and (iv) shall have the same Guarantees as and shall rank pari passu with respect to the Liens on the Collateral and in right of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance payment with the Financial Covenants Revolving Loans (after giving effect to any increase to except in the maximum Total Leverage Ratio pursuant to Section 6.06(acase of clause (iii) during a Total Leverage Ratio Increase Period, if applicableand (iv) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that the related Incremental Facility Agreement provides for such representations and warranties expressly relate solely Incremental Term Loans to an earlier date (be treated less favorably, in which case such representations and warranties Incremental Term Loans shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, be subject to a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent: ); provided that (ix) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments terms and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable conditions applicable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction tranche of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify maturing after the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and in respect thereof (y) the Incremental Term Loans may be priced differently (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans. Any Incremental Term Loan Commitments established pursuant to an Incremental Facility Agreement that have identical terms and the conditions, and any Incremental Revolving Loan Lenders or the Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Loan Commitments and the Incremental Term Loan LendersLoans for all purposes of this Agreement. Nothing contained in this Section 2.20 shall constitute, as applicableor otherwise be deemed to be, and (z) in a commitment on the case part of each notice any Lender to any Revolving Loan Lenderincrease its Commitment hereunder, the respective interests in such Revolving Loan Lender’s Revolving or provide Incremental Term Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. at any time. (c) The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan BorrowersBorrower, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan Lender, as applicable, Commitments and the Administrative Agent, and each ; provided that (other than with respect to the incurrence of Incremental Term Loans the proceeds of which shall be recorded used to consummate an acquisition permitted by this Agreement for which the Borrower has determined, in good faith, that limited conditionality is reasonably necessary (any such acquisition, a “Limited Conditionality Acquisition”) as to which conditions (i) through (iii) below shall not apply) no Incremental Commitments shall become effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect (including pro forma effect) to such Incremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date; (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the RegisterLoan Documents shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) on and as of such date; (iii) after giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof (and assuming, in the case of any Incremental Revolving Commitments to be made on the date of effectiveness thereof, that such Incremental Revolving Commitments are fully drawn but excluding the proceeds of any such Incremental Commitments for purposes of netting cash and Permitted Investments in the calculation of the Senior Secured Net Leverage Ratio or Total Leverage Ratio), the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.11; (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; (v) the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrower hereunder after giving effect to such increase; (vi) any new Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Incremental Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (vii) the other conditions, if any, set forth in the applicable Incremental Facility Agreement are satisfied; provided further that no Incremental Term Loans in respect of a Limited Conditionality Acquisition shall become effective unless (1) as of the date of execution of the definitive acquisition documentation in respect of such Limited Conditionality Acquisition (the “Limited Conditionality Acquisition Agreement”) by the parties thereto, no Default or Event of Default shall have occurred and be continuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under clauses (a), (b), (h), (i) or (j) of Article VII is in existence immediately before or after giving effect (including on a pro forma basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, (4) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Incremental Term Loans) shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Term Loans and (5) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.11. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, 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 2.04and no consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.20. (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 (it being understood that such Incremental Lender shall deliver the documentation required under Section 2.17(f) to the Administrative Agent and the Borrower) and under the other Loan Documents, and (ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the revolving Commitment of such Incremental Lender and (B) the total revolving Commitments 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 “Commitment.” For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Credit Exposure of the Incremental Revolving Lender holding such revolving Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Lender with a revolving Commitment (immediately prior to giving effect to such Incremental Revolving Commitments) shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each such Lender, at the principal amount thereof (together with accrued interest), such interests in the Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit will be held by all the Lenders with revolving Commitments 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 Loan Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Loan Commitment on the date specified in such Incremental Facility Agreement.

Incremental Facilities. On one or more occasions at i. (a) At any time after following the Closing Datecompletion of the syndication of each of the Facilities and indicated by the Joint Lead Arrangers to the Borrower, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Facility Commitments (any each such increase, the an “Incremental Revolving CommitmentsFacility Commitment”) and/or or to the Term Loan A Facility Commitments (B) the establishment of one or more new term loan commitments (the each such increase, an “Incremental Term Loan Commitments”Facility Commitment” and, together with the Incremental Revolving CommitmentsFacility Commitment, the each an “Incremental CommitmentsCommitment”), in an aggregate amount principal amount, collectively, not to exceed $750,000,000U.S.$300 million. Each such Any Borrowing under an Incremental Commitment shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than U.S.$10.0 million and shall be in the form of Term Loan A Loans or Revolving Facility Loans or a combination of Term Loan A Loans and Revolving Facility Loans (collectively, the “Incremental Loans”). Such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or Borrower proposes that the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effectivemade available (and, in the case of Incremental Term Facility Commitments, the date the Incremental Term Loans shall be made available), which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent). The Borrower shall notify the Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance in writing of the identity of each Lender or other financial institution (which in any event shall not be the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Administrative Agent, and in the case of any Person committing to any Incremental Revolving Borrowers Facility Commitment, reasonably acceptable to the Issuing Banks (each, an “Incremental Revolving Facility Lender”, an “Incremental Term Lender”, or the Term Loan Borrowersgenerally, an “Incremental Lender”, as applicable, ) to arrange a syndicate whom the Incremental Commitments have been (in accordance with the prior sentence) allocated and the amounts of Lenders willing to hold the requested Incremental Commitmentssuch allocations; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; and in the case of Incremental Term Facility Commitments, and such new Loans in respect thereof (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicableLoans”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowersmade on such Increased Amount Date, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide provided that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (on such Increased Amount Date before or after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such timeIncremental Commitments and Incremental Term Loans; (yii) the representations and warranties made or deemed made by contained in Article III and the Borrowers in any other Loan Document Documents shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Incremental Loans shall rank pari passu in right of payment and of security with the Loans; (iv) such Incremental Commitments shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each Incremental Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); (v) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Incremental Commitments; (vi) the Borrower and its Affiliates shall not be permitted to commit to or participate in any Incremental Commitments or any Incremental Loans; (vii) any Incremental Loans shall be treated substantially the same as the existing Loans (in each case, including with respect to mandatory and voluntary prepayments); (viii) if the all-in yield (as reasonably determined by the Administrative Agent and the Borrower to be equal to the sum of (A) the margin above the Eurodollar Rate on such Incremental Loans, (B) if such Incremental Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so but excluding any arrangement fees not paid to the Lenders thereof generally (the amount of such discount or fee, expressed as a percentage of the Incremental Loans, being referred to herein as “OID”), the amount of such OID (based on an assumed four year weighted average life) and except (C) any minimum Alternate Base Rate or Adjusted Eurodollar Rate applicable to such Incremental Loans) (the “All-In Yield”) for changes in factual circumstances specifically and expressly permitted under any Incremental Loan exceeds the then applicable All-In Yield for the Term Loan DocumentsA Loans or Revolving Facility Loans, as applicable, by more than 50 basis points (the excess of (A) such All-In Yield for the Incremental Loans over (B) the All-In Yield for the Term Loan A Loans or Revolving Facility Loans, as applicable, plus 50 basis points being the relevant “Margin Differential”), then each Applicable Margin for the Term Loan A Loans or Revolving Facility Loans, as applicable, for each adversely affected existing Facility shall automatically be increased by the Margin Differential effective upon the making of the Incremental Loan; and (zix) except as otherwise provided in this clause (a), the terms and conditions applicable to Incremental Loans shall not be materially different from those of the Term Loan A Loans or Revolving Facility Loans, as applicable; provided that (A) the terms and conditions applicable to any tranche of Incremental Loans maturing after the Term Loan A Maturity Date or the Revolving Facility Maturity Date, as applicable, may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan A Maturity Date or the Revolving Facility Maturity Date, as applicable, and (B) the Incremental Loans may be priced differently than the existing applicable Loans. Each of the parties hereto hereby agrees that, upon the effectiveness of any joinder agreements in connection with any Incremental Commitments as described in the preceding sentence, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments and the Incremental Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments without the consent of any Lender. Notwithstanding the foregoing, the Borrower hereby agrees that the availability of Incremental Commitments shall be subject to the prior satisfaction of the following conditions: (x) each Loan Party shall have obtained all material consents necessary in connection with such Incremental Commitments and the transactions contemplated by the Sixth Amendment; and (y) the Administrative Agent shall have received received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the applicable Increased Amount Date, favorable written opinions of (x) Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel for the followingLoan Parties, and (y) Xxxxxx & Xxxxxxx, LLP, special Oklahoma counsel for the Loan Parties, (A) dated the applicable Increased Amount Date, (B) addressed to each Issuing Bank on the applicable Increased Amount Date, the Administrative Agent, the Collateral Agent and the Lenders, and (C) 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 or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), covering such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, Loans as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative AgentAgent shall reasonably request, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect Loan Party hereby instructs its counsel to deliver such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion opinions.” (e) Section 6.01(r) of the Administrative Agent, to effect the provisions of this Section 2.04.Credit Agreement is hereby amended and restated in its entirety as follows:

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers (a) Either Borrower may by written notice to the Administrative Agent at any time after the Restatement Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in by an aggregate amount not to exceed in excess of $750,000,000600,000,000 in the aggregate and, in each case, not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 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 Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (zB) any the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” ”, as applicable) to whom such Borrower proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be allocated satisfied; (3) the Parent shall be subject to the approval in pro forma compliance with each of the covenants set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable and the Parent’s Senior Secured Leverage Ratio as of such day, shall not be greater than 3.50:1.00; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the applicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such recorded in the Register and each Incremental Revolving Loan Lender or and Incremental Term Loan Lender is an existing Lender. The terms and provisions of shall be subject to the requirements set forth in Section 2.20(c); (5) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments Commitments; (6) the applicable Borrower shall deliver or cause to be identical delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transaction and (7) the applicable Borrower shall have paid all fees and expenses owing to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers Agents and the Incremental Term Loan Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment made on an Increased Amount Date shall be subject to the satisfaction designated a separate series (a “Series”) of the following conditions precedent: Incremental Term Loans for all purposes of this Agreement. (xb) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Lenders Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Revolving such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving 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 Loans will be held by existing Lenders with Revolving Loan Lenders Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving CommitmentsCommitments of the applicable Class, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its the Incremental Revolving Commitment and all matters relating thereto. . (c) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effectedeffective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the applicable Term Loan Borrower Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. . (d) The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrowerthe Borrower Representative’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan LendersLenders of such Series, as applicable, applicable and (z) in the case of each notice to any applicable Lender with Revolving Loan LenderCommitments, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans of the same Class. The upfront fees payable terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Terms Loans (provided that, in calculating the Weighted Average Life to Maturity, the effect of application of prepayments to future amortization payments shall be disregarded), (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans, and (iii) the yield and all other terms applicable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Loans of each Series shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the yield applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans (and excluding for the avoidance of doubt, any underwriting or similar fees), as reasonably determined by the Administrative Agent, shall not be greater than the applicable yield (including the Applicable Margin and rate floor and any original issue discount or fees payable in connection with the initial issuance of such Tranche B Term Loans of the same currency (but excluding for the avoidance of doubt any underwriting or similar fees)) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Tranche B Term Loans, plus 0.50% per annum unless (i) the interest rate with respect to such Tranche B Term Loans of the same currency is increased so as to cause the then applicable interest rate under this Agreement on such Tranche B Term Loans to be not more than 0.50% less than the yield then applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (ii) the interest rate with respect to Tranche B Term Loans in any other currency, to Tranche A Term Loans and all Revolving Loans is increased by an amount equal to the amount of any increase in the interest rate for such Tranche B Term Loans pursuant to clause (i). Any Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall Loans will be effected pursuant documented solely as an increase to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or Commitments of the Term Loan Borrowerssame Class without any change in terms, as applicableother than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative Agent, Agent to effect the provisions of this Section 2.042.26.

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers 1. . Borrower may by written notice to the Administrative Agent elect to request (A) an increase prior to the existing Revolving Commitments (any such increaseMaturity Date, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the Incremental Debt Cap in the aggregate and not less than $10,000,000 in the case of each such increase (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Debt Cap and all such Incremental Term Loan Commitments obtained prior to such date, together with the all Incremental Revolving Commitments, the “Incremental Commitments”Debt outstanding under Section 10.2.1(n)), and integral multiples of $5,000,000 in an aggregate amount not to exceed $750,000,000excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the Revolving Borrowers or the Incremental Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 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 effortsor such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender, with the assistance of the Revolving Borrowers Person that is an Eligible Assignee or the other Person not then either a Lender or Eligible Assignee (each, an “Incremental Term Loan BorrowersLender”) to whom Borrower proposes any portion of such Incremental Term Loan Commitments, as applicable, to arrange a syndicate be allocated and the amounts of Lenders willing to hold the requested Incremental Commitmentssuch allocations; provided that (x) any Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment; provided, further, that each Lender and (z) any Lender or other Person that is Borrower proposes to become an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lendermust be reasonably acceptable to Administrative Agent. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Such Incremental Term Loan Commitments and any shall become effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans shall is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (ah) provide that the maturity date of any Incremental Term Loan that has occurred or is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentscontinuing or would immediately result therefrom, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (cB) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereofotherwise, (i) no Default or Event of Default shall exist as of such date, or immediately result from such funding; and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (both immediately before and after giving effect to the making of any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase PeriodClass of Incremental Term Loans, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by of each Obligor in the Borrowers Loan Documents (or, in the case of any Loan Document Incremental Facility being requested in connection with a Permitted Acquisition, the Specified Representations and Acquisition Agreement Representations in the Acquisition Agreement for such Permitted Acquisition) shall be true and correct in all material respects on the effective date (without duplication of such Incremental Commitments any materiality qualifier contained therein) (except to the extent that such for representations and warranties that expressly relate solely to an earlier date date); (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z2) the Administrative Agent Incremental Term Loan Commitments shall have received each of be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the following, in form Incremental Term Loan Lender and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by and each of which shall be recorded in the Secretary or Assistant Secretary of Register and each Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.9; (A3) all corporate or other necessary action taken by Borrower shall make any payments required pursuant to Section 3.9 in connection with the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Term Loan Commitments; and (ii4) a customary opinion of counsel Borrower shall deliver or cause to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered any legal opinions, mortgage modifications or other documents reasonably requested by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by in connection with any Lender, new notes executed by the Revolving Borrowers or the such transaction. Any Incremental Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Loans made on an Increased Amount Date shall be designated a separate Class of Incremental Term Loan Borrowers, as applicable, payable to any existing LendersLoans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effectedDate, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan CommitmentCommitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders, Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as applicable, and (z) set forth herein or in the case Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each notice to Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving other Class of Incremental Term Loans, in each case subject to (iii) the assignments contemplated by this Section. The upfront fees payable Weighted Average Yield applicable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Loans of each Class shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Revolving Term Loans shall not 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 any Loan Lenders and/or plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Lenders. The Incremental Commitments Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall be effected pursuant the covenants or other provisions applicable to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or any Incremental Term Loan Lenderbe more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans (or the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms, which, for avoidance of doubt, may be provided to them without their consent), in each case, as applicablecertified by a Senior Officer of the Borrower in good faith, (B) concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) apply after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and (vi) not have any terms which require it to be voluntarily or mandatorily prepaid prior to the Administrative Agentrepayment in full of the Initial Term Loans and any other Incremental Term Loans, and each unless accompanied by at least a ratable payment of which shall be recorded in the RegisterLoans. Each Additional Credit Extension Amendment 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, Agent to effect the provisions provision of this Section 2.042.4.

Incremental Facilities. On one The Borrower may request, from time to time, on any Business Day prior to the date that is six (6) months prior to the Scheduled Termination Date or more occasions at any time after the Closing Term Loan Termination Date, the Borrowers may as applicable, by written notice to the Administrative Agent elect in the form attached hereto as Exhibit H or in such other form acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in by an aggregate amount not to exceed in excess of $750,000,000150,000,000 in the aggregate so that the aggregate Commitments are not in excess of $500,000,000 and not less than $5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (x) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers Credit Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, and (y) any Lender approached to provide all or a portion the identity of the Incremental Commitments may elect or declineeach Lender, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender,” ”, as applicable) ), to whom the Borrower proposes any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers Credit Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless Agent may elect or decline to arrange such Incremental Revolving Loan Lender Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender is an existing Lender. The terms and provisions approached to provide all or a portion of any the Incremental Revolving Credit Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any or Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans may elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the followingdecline, in form and substance reasonably satisfactory its sole discretion, 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 or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which provide an Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (or an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the . Any Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each on an Increased Amount Date and in respect thereof shall be designated a separate series (yeach, a “Series”) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the of Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions Loans for all purposes of this Section 2.04Agreement.

Incremental Facilities. On (a) The Borrower may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (Ai) an increase to during the existing Availability Period, the establishment of Incremental Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five ten (510) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment, (y) any Person that the Borrower proposes to become an Incremental CommitmentLender, if such Person is not then a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, the Issuing Banks and the Swingline Lender and (z) any Lender or other Person that is none of the Persons described in the foregoing clauses (x) and (y) may be an Eligible Assignee (eachIneligible Institution). Notwithstanding anything herein to the contrary, an “the aggregate amount of all Incremental Revolving Loan Lender” or “Commitments and Incremental Term Loan Lender,” Commitments established pursuant to this Section 2.20 shall not exceed $50,000,000 and shall be in minimum increments of $10,000,000 (or such other lower amount as may be agreed to by the Administrative Agent). (b) The terms and conditions of any Incremental Revolving Commitment and Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder (other than with respect to customary arrangement, upfront and similar fees), and shall be treated as a single Class with such Revolving Commitments and Revolving Loans. The Incremental Term Loans (i) shall not mature earlier than the Maturity Date (but may have amortization and/or customary prepayments prior to such date), (ii) shall not contain covenants or events of default applicable to such Incremental Term Loans that are more onerous or more restrictive in any material respect (taken as a whole), as determined in good faith by the board of directors of Holdings (or the Borrower prior to the Mergers, as applicable), than the covenants applicable to the Revolving Loans and (iii) shall have the same Guarantees as, and shall rank pari passu or junior to whom any portion the Liens on the Collateral and in right of payment with, the Revolving Loans (and in the case of this clause (iii), to the extent that the related Incremental Facility Agreement provides for such Incremental Commitment shall be allocated Term Loans to rank junior, such Incremental Term Loans shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent: ); provided that (ix) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments terms and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable conditions applicable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction tranche of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify maturing after the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after the Maturity Date and in respect thereof (y) the Incremental Term Loans may be priced differently (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans. Any Incremental Term Loan Commitments established pursuant to an Incremental Facility Agreement that have identical terms and the conditions, and any Incremental Revolving Loan Lenders or the Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and Loans for all purposes of this Agreement. (zc) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan BorrowersBorrower, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan Lender, as applicable, Commitments and the Administrative Agent, and each ; provided that (other than with respect to the incurrence of Incremental Term Loans the proceeds of which shall be recorded used to consummate an acquisition permitted by this Agreement for which the Borrower has determined, in good faith, that limited conditionality is reasonably necessary (any such acquisition, a “Limited Conditionality Acquisition”) as to which conditions (i) through (iii) below shall not apply) no Incremental Commitments shall become effective 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 (including pro forma effect) to such Incremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects prior to, and immediately after giving effect to, such Incremental Commitments, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (ii) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the Registertext thereof), (iii) after giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof (and (A) assuming, in the case of any Incremental Revolving Commitments to be made on the date of effectiveness thereof, that such Incremental Revolving Commitments are fully drawn, (B) after giving effect to any permitted pro forma adjustment events and any permitted repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the effectiveness of such Incremental Commitments and (C) excluding the proceeds of any such Incremental Commitments for purposes of determining Liquidity in the calculation of the Consolidated Total Leverage Ratio), the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.11 (after giving effect to any then applicable Acquisition Holiday), (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 (v) the other conditions, if any, set forth in the applicable Incremental Facility Agreement are satisfied; provided further that no Incremental Term Loans in respect of a Limited Conditionality Acquisition shall become effective unless (1) as of the date of execution of the definitive acquisition documentation in respect of such Limited Conditionality Acquisition (the “Limited Conditionality Acquisition Agreement”) by the parties thereto, no Event of Default shall have occurred and be continuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 is in existence immediately before or after giving effect (including on a pro forma basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (3) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (4) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Incremental Lenders providing such Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (4) shall be applicable to any representations and warranties that are already qualified by materiality or Material Adverse Effect) and (5) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.11. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, 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 2.04and no consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.20. On the effective date of any increase in the Commitments, (i) each relevant Incremental Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. (a) 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 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 term “Revolving Commitment.” For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Credit Exposure of the Incremental Revolving Lender holding such Revolving Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (b) On the date of effectiveness of any Incremental Revolving Commitments, each Lender with a Revolving Commitment (immediately prior to giving effect to such Incremental Revolving Commitments) shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each such Lender, at the principal amount thereof (together with accrued interest), such interests in the Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit will be held by all the Lenders with Revolving Commitments ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (c) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Loan Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Loan Commitment on the date specified in such Incremental Facility Agreement. (d) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in paragraph (a) above 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 Lenders after giving effect thereto and of the assignments required to be made pursuant to paragraph (e) above.

Incremental Facilities. On one or more occasions at any time after the Closing Effective Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental New Term Loan Commitments”, together with the Incremental New Revolving Commitments, the “Incremental Commitments”), in by up to an aggregate amount not to exceed $750,000,0001,000,000,000 for all Incremental Commitments. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, 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 amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an a “Incremental New Revolving Loan Lender” or “Incremental New Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the Administrative AgentAgent (such approval not to be unreasonably withheld or delayed), and, if an Incremental in the case of a New Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental New Revolving Loan Lender or Incremental New Term Loan Lender is an existing Lender. The terms and provisions of any Incremental New Revolving Commitments shall be identical to the existing Revolving Commitments; provided that the applicable commitment fee, upfront and other fees with respect to any New Revolving Commitments shall be determined by the Borrower and the applicable New Revolving Loan Lenders and the applicable arrangement fees with respect to any New Revolving Commitments shall be determined by the Borrower and the applicable arrangers for such New Revolving Commitments. The terms and provisions of any Incremental New Term Loan Commitments and any Incremental New Term Loans shall (a) provide that the maturity date of any Incremental New Term Loan that is a separate tranche shall be no earlier than the latest Term Loan Maturity Date for any then outstanding tranches of Term Loans and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers Borrower and the Incremental New Term Loan Lenders in respect of such Incremental New Term Loans elect lesser payments and (c) otherwise be identical other than pricing or maturity date, shall have the same terms as the then outstanding tranches of Term Loans; provided that applicable interest rate margins, arrangement fees, upfront or other fees, original issue discount and amortization (subject to the existing remaining terms of this proviso) with respect to any New Term LoansLoan Commitments shall be determined by the Borrower and the applicable New Term Loan Lenders; provided, further, that New Term Loan Commitments may contain (x) additional or more restrictive covenants that are applicable only to periods after the latest Maturity Date of any Term Loans outstanding or Revolving Commitments in effect immediately prior to giving effect to such New Term Loan Commitments and (y) other terms that are reasonably acceptable to the Administrative Agent. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers Borrower would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers Borrower in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers Borrower to authorize such Incremental Commitments and (B) if applicable, all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) if requested by the Administrative Agent, a customary opinion of counsel to the Borrowers and Borrower and, if applicable, the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Effective Date and may be delivered by internal counsel of the BorrowersBorrower), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, payable to any existing Lenders; provided, that, such Lender shall promptly return any existing Notes held by such Lender to the Borrower (or, if lost, destroyed or mutilated, if requested by the Borrower, a lost note affidavit in customary form and including a customary indemnity). On any Increased Amount Date on which Incremental New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental New Revolving Loan Lenders, and each of the Incremental New Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental New Revolving Commitments to the Revolving Commitments, (b) each Incremental New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental New Revolving Loan Lender shall become a Lender with respect to its Incremental New Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental New Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental New Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an a “Incremental New Term Loan”) in an amount equal to its Incremental New Term Loan Commitment, and (ii) each Incremental New Term Loan Lender shall become a Lender hereunder with respect to the Incremental New Term Loan Commitment and the Incremental New Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental New Revolving Commitments and the Incremental New Revolving Loan Lenders or the Incremental New Term Loan Commitments and the Incremental New Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental New Revolving Loan Lenders and/or Incremental New Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable Incremental New Revolving Loan Lenders and/or Incremental New Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, the Incremental New Revolving Loan Lender or Incremental New Term Loan Lender, as applicable, and the Administrative Agent, 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

Incremental Facilities. On (a) The Borrower may from time to time after the Second Restatement Effective Date elect to increase the Revolving Commitments or any Extended Revolving Commitments (“Increased Commitments”) or obtain one or more occasions at tranches of (or increase any time after the Closing Date, the Borrowers may by written notice to the Administrative Agent elect to request (Aexisting tranche of) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), loans denominated in an aggregate amount not to exceed $750,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee Dollars (each, an “Incremental Revolving Loan Lender” Term Loan”), in each case in an aggregate principal amount of not less than (x) $10,000,000, in the case of Increased Commitments and (y) $10,000,000 (or “such lesser amount as the Administrative Agent may agree), in the case of Incremental Term Loan Lender,” Loans, so long as (except in the case of Refinancing Term Loans and Refinancing Revolving Commitments) the aggregate principal amount of Increased Commitments or Incremental Term Loans to be established or incurred, as applicable) , does not exceed the Incremental Cap at such time. The Borrower may arrange for any such increase or tranche to whom any portion of be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, a “New Lender”), to increase their existing Revolving Commitment shall be allocated or Extended Revolving Commitment, or to participate in such Incremental Term Loan, or extend Revolving Commitments or Extended Revolving Commitments, as the case may be; provided that each New Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be subject to the approval of the Borrower and, to the extent such consent would be required under Section 9.04 for an assignment to such New Lender, the Administrative Agent and, in the case of an Increased Commitment, each Issuing Bank (in each case, such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or New Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19. Increases of Revolving Borrowers Commitments and Extended Revolving Commitment and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or New Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing (but subject to the following proviso), no Increased Commitments or Extended Revolving Commitments or Incremental Term Loan BorrowersLoans shall be permitted under this Section 2.19(a) unless (i) on the proposed date of the effectiveness of such increase in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (or waived by the applicable New Lenders or Increasing Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower; provided, that to the extent agreed to by the Lenders providing such Increased Commitments or Incremental Term Loans, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each proceeds of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender Increased Commitments or Incremental Term Loan Lender is an Loans, as the case may be, are used to finance a Permitted Acquisition or Investment (other than Investments in (A) cash and Cash Equivalents and (B) any pre-existing Lender. The terms and provisions of any Incremental Revolving Commitments wholly-owned Restricted Subsidiary), with respect to the condition set forth in Section 4.02(a), only the Specified Representations shall be identical required to be true and correct, and the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (acondition set forth in Section 4.02(b) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentslimited to an Event of Default under Sections 7.01(a), (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof), (h) or (i) no Default or Event of Default shall exist and ), (ii) other than in the case of Refinancing Term Loans or Refinancing Revolving Commitments, the Borrower shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with the covenant contained in Section 6.09 as of the last day of the most recent month fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, Section 5.016.1 of the Amended and Restated Credit Agreement) prior to such time and (iii) if any Incremental Term Loans are incurred pursuant to this Section 2.19 in reliance on clause (a) of the definition of “Incremental Cap” and the proceeds of such Incremental Term Loans will be used to prepay, repay, redeem, retire, purchase, defease or refinance any unsecured Indebtedness of the Parent, any Intermediate Holdco, the Borrowers would Borrower or any Subsidiary, at the time of such incurrence, on a Pro Forma Basis, the Consolidated Senior Secured Leverage Ratio, as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, Section 6.1 of the Amended and Restated Credit Agreement), is equal to or less than 2.00 to 1.00. On the effective date of any increase in compliance the Revolving Commitments or Extended Revolving Commitments, (i) each relevant Increasing Lender and New Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of the applicable Lenders of such class to equal its Applicable Percentage of such outstanding Loans, and (ii) if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and New Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans of such Class owing to each Lender with the Financial Covenants a Revolving Commitment of such Class is equal to such Xxxxxx’s pro rata share (after giving effect to any increase non-ratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the maximum Total Leverage Ratio transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term Benchmark Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 6.06(a2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the Additional Credit Extension Amendment providing for such Incremental Term Loans; provided that (i) during a Total Leverage Ratio Increase Period, if applicable) that are applicable except with respect to an amount equal to the Maturity Carveout Amount at such time; , (x) the final scheduled maturity date of any Incremental Term Loans shall be no earlier than the then-latest maturity date of any Class of Term Loans outstanding on the Second Restatement Effective Date (or any later date required pursuant to any Additional Credit Extension Amendment entered into after the Second Restatement Effective Date that has previously become effective) and (y) the representations Weighted Average Life to Maturity of any Incremental Term Loans (other than Refinancing Term Loans) shall not be shorter than the longest then remaining Weighted Average Life to Maturity of any Class of Term Loans outstanding on the Second Restatement Effective Date (or any longer Weighted Average Life to Maturity required pursuant to any Additional Credit Extension Amendment entered into after the Second Restatement Effective Date that has previously become effective), (ii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any mandatory prepayment hereunder (except in the case of (a) incurrence of Refinancing Indebtedness in respect thereof and warranties made or deemed made (b) mandatory prepayments with respect to a Class of Incremental Term Loans issued subject to customary escrow provisions that include a mandatory prepayment applicable solely to such Class of Incremental Term Loans if the applicable escrow release event does not occur prior to the specified escrow “outside date”), (iii) the provisions with respect to payment of interest (including any “MFN” provisions), original issue discount and upfront fees shall be as set forth in the Additional Credit Extension Amendment providing for such Incremental Term Loans; provided that, other than with respect to any Incremental Term Loans the proceeds of which are to be used by the Borrowers Borrower to finance, in whole or in part, a Permitted Acquisition or any Loan Document other acquisition that constitutes an Investment hereunder, if the Effective Yield of any Class of Incremental Term Loans established after the Second Restatement Effective Date (other than Refinancing Term Loans) exceeds the Effective Yield of the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be true and correct in all material respects on increased to the effective date extent required so that the Effective Yield of the Term Loans is equal to the Effective Yield of such Incremental Commitments except Term Loans, minus 50 basis points, (iv) any Class of Incremental Term Loans may contain customary excess cash flow mandatory prepayment provisions; provided that such mandatory prepayments with respect to such Incremental Term Loans shall be made on a no greater than pro rata basis with the then existing Term Loans, (v) if the Borrower and the lenders providing the relevant Class of Incremental Term Loans agree, the Additional Credit Extension Amendment providing for such Incremental Term Loans may permit repurchases by, or assignments to, the Borrower or any Restricted Subsidiary of such Incremental Term Loans pursuant to open market purchases or “dutch auctions” so long as (1) no Event of Default shall have occurred and be continuing, (2) the Incremental Term Loans purchased are immediately and automatically canceled, (3) no proceeds from any loan under any revolving credit facility shall be used to fund such assignments or repurchases and (4) the purchasing party shall be required to identify itself and the seller shall make a customary “big boy” representation and (vi) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (v) above) to the extent that such representations and warranties expressly relate solely not identical to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each terms of the followingthen outstanding Term Loans, in form and substance shall be permitted if reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary . The terms of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental any Increased Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may shall be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel those of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers Commitments or the Term Loan BorrowersExtended Revolving Commitments, as applicable, payable to any new Lender; provided that Refinancing Revolving Commitments may have a later maturity date than, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowerspricing and fees different from, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments those applicable to the Revolving Commitments and Extended Revolving Commitments. For the avoidance of doubt, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan no Lender shall become a Lender with respect have any obligation to its Incremental Revolving Commitment and all matters relating thereto. On provide any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and after the Administrative Agent, 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions date hereof by virtue of this Agreement. (b) This Section 2.042.19 shall override any provisions in Section 9.02 to the contrary.

Incremental Facilities. On (a) The Company may on one or more occasions at any time after the Closing Date, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (Ai) an increase to during the existing Revolving Availability Period, the establishment of Incremental Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”; provided that the aggregate amount of the Incremental Commitments established under this Section 2.21 on any date, together with the aggregate original principal amount of all Alternative Incremental Revolving CommitmentsFacility Indebtedness incurred under Section 6.01(l) on such date, shall not exceed an amount equal to the “Base Incremental Commitments”)Amount in effect on such date, in and an aggregate additional amount not subject to exceed $750,000,000the Maximum Incremental Amount as of such date. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments 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 CommitmentLender, and (z1) any Lender or other if such Person that is not then a Lender, must be an Eligible Assignee and (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable2) to whom any portion in the case of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, must be reasonably satisfactory to the Administrative Agent, each Issuing Bank and the Swingline Lender Lender). (each b) The terms and conditions of which approvals any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall not be, except as otherwise set forth herein, identical to those of the Revolving Commitments and Loans and other extensions of credit made thereunder, and shall be unreasonably withheld), unless treated as a single Class with such Revolving Commitments and Loans; provided that the upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Company and the Incremental Revolving Lenders providing such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing LenderFacility. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions 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, identical to those of the Term Commitments and the Term Loans; provided that (i) the upfront fees, interest rates and amortization schedule applicable to any Incremental Term Facility and Incremental Term Loans shall be determined by the Company and the Incremental Term Lenders providing the relevant Incremental Term Commitments, (ii) except in the case of an Incremental Term Facility effected as an increase to an existing Class of Term Loans, 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 Terms Loans with the latest Maturity Date, (iii) if the weighted average yield relating to any Incremental Term Loan exceeds the weighted average yield relating to the Initial Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50% (to be determined by the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins, upfront or similar fees, or original issue discount, in each case shared with all lenders or holders thereof and applicable interest rate floors (but only to the extent that an increase in the interest rate floor applicable to the Initial Term Loans would result in an increase in an interest rate then in effect for the Initial Term Loans hereunder)), then the Applicable Rate relating to the Initial Term Loans shall be adjusted so that the weighted average yield relating to such Incremental Term Loans shall not exceed the weighted average yield relating to the Initial Term Loans by more than 0.50% and (iv) no Incremental Term Maturity Date shall be earlier than the Term Maturity Date. 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 (aeach a “Series”) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date Commitments and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments 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 Liens on the Collateral securing the other Loan Document Obligations. (c) otherwise The Incremental Commitments and Incremental Facilities relating thereto shall be identical effected pursuant to one or more Incremental Facility Amendments executed and delivered by the existing Term Loans. The effectiveness Company, the Borrowing Subsidiaries (in the case of any Incremental Revolving Facilities), each Incremental Lender providing such Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Administrative Agent; provided that no Incremental Commitments and borrowings and the use of proceeds thereof, shall become effective unless (i) no Default or Event of Default (or, in the case of any Incremental Acquisition Term Facility or Incremental Acquisition Revolving Facility, no Event of Default under clause (a), (b), (h) or (i) of Article VII) shall exist have occurred and (ii) as be continuing on the date of the last day of the most recent month for which financial statements have been delivered pursuant effectiveness thereof, both immediately prior to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (and immediately after giving effect to any increase to such Incremental Commitments (and assuming that the maximum Total Leverage Ratio pursuant to Section 6.06(afull amount of such Incremental Commitments shall have been funded as Loans on such date), (ii) during a Total Leverage Ratio Increase Periodon the date of effectiveness thereof, if applicable) that are applicable at such time; (y) the representations and warranties made of each Loan Party set forth in the Loan Documents (or, in the case of any Incremental Acquisition Term Facility or deemed made by Incremental Acquisition Revolving Facility, the Borrowers in any Loan Document Specified Representations and the Specified Permitted Acquisition Agreement Representations) shall be true and correct (A) in all material respects on the effective date case of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely qualified as to an earlier date materiality, in all respects and (in which case such representations and warranties shall have been true and correct B) otherwise, in all material respects respects, in each case on and as of such earlier 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 Company shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Commitments and except for changes in factual circumstances specifically and expressly permitted the related transactions under the Loan Documents; this Section 2.21 and (ziv) the Administrative Agent Company 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 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 or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by in connection with any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Registertransaction. Each Additional Credit Extension Incremental Facility Amendment may, without the consent of any other LendersLender, 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 2.042.21. (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 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 Company 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 Company referred to in Section 2.21(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 2.21(e).

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase prior to the existing Revolving Commitments (any such increaseMaturity Date, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the Incremental Debt Cap in the aggregate and not less than $10,000,000 in the case of each such increase (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Debt Cap and all such Incremental Term Loan Commitments obtained prior to such date, together with the all Incremental Revolving Commitments, the “Incremental Commitments”Debt outstanding under Section 10.2.1(n)), and integral multiples of $5,000,000 in an aggregate amount not to exceed $750,000,000excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the Revolving Borrowers or the Incremental Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 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 effortsor such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender, with the assistance of the Revolving Borrowers Person that is an Eligible Assignee or the other Person not then either a Lender or Eligible Assignee (each, an “Incremental Term Loan BorrowersLender”) to whom Borrower proposes any portion of such Incremental Term Loan Commitments, as applicable, to arrange a syndicate be allocated and the amounts of Lenders willing to hold the requested Incremental Commitmentssuch allocations; provided that (x) any Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) its sole discretion and any Lender or other Person approached to 84 provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment; provided, further, that each Lender and (z) any Lender or other Person that is 85 Borrower proposes to become an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lendermust be reasonably acceptable to Administrative Agent. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Such Incremental Term Loan Commitments and any shall become effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans shall is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (ah) provide that the maturity date of any Incremental Term Loan that has occurred or is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentscontinuing or would immediately result therefrom, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (cB) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereofotherwise, (i) no Default or Event of Default shall exist as of such date, or immediately result from such funding; and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (both immediately before and after giving effect to the making of any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase PeriodClass of Incremental Term Loans, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by of each Obligor in the Borrowers Loan Documents (or, in the case of any Loan Document Incremental Facility being requested in connection with a Permitted Acquisition, the Specified Representations and Acquisition Agreement Representations in the Acquisition Agreement for such Permitted Acquisition) shall be true and correct in all material respects on the effective date (without duplication of such Incremental Commitments any materiality qualifier contained therein) (except to the extent that such for representations and warranties that expressly relate solely to an earlier date date); (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z2) the Administrative Agent Incremental Term Loan Commitments shall have received each of be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the following, in form Incremental Term Loan Lender and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by and each of which shall be recorded in the Secretary or Assistant Secretary of Register and each Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.9; (A3) all corporate or other necessary action taken by Borrower shall make any payments required pursuant to Section 3.9 in connection with the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Term Loan Commitments; and (ii4) a customary opinion of counsel Borrower shall deliver or cause to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered any legal opinions, mortgage modifications or other documents reasonably requested by internal counsel Administrative Agent in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be, at the election of the Borrowers), and addressed to the Administrative Agent and (in consultation with the LendersBorrower), and (iii) if requested by any Lender, new notes executed by designated as either part of the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to same Class of any existing LendersTerm Loans or a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effectedDate, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, , (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan CommitmentCommitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a BorrowerXxxxxxxx’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders, Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as applicable, and (z) set forth herein or in the case Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each notice to Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving other Class of Incremental Term Loans, in each case subject to (iii) the assignments contemplated by this Section. The upfront fees payable Weighted Average Yield applicable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Loans of each Class shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Revolving Term Loans shall not 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 any Loan Lenders and/or plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right 86 of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Lenders. The Incremental Commitments Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall be effected pursuant the covenants 87 or other provisions applicable to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or any Incremental Term Loan Lenderbe more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans unless (in each case, as applicablecertified by a Senior Officer of the Borrower in good faith) (A) the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms (which, for avoidance of doubt, may be provided to them without their consent), (B) subject to clauses (i) through (vi) in this paragraph, such terms concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) such terms apply only after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent, and each of which shall be recorded in Agent or Lenders to the Register. Each Additional Credit Extension Amendment may, without extent that such financial maintenance covenant is also added for 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 benefit of the Administrative AgentInitial Term Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), to effect the provisions of this Section 2.04.and

Incremental Facilities. (a) On one or more occasions at any time on or after the Closing Effective Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the size of an existing Revolving Commitments Facility (any each such increase, the a “Incremental Revolving CommitmentsTerm Loan Increase”) and/or (B) the establishment of one or more new incremental term loan commitments facilities (the each, an “Incremental Term Loan; each Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the is referred to individually as an “Incremental CommitmentsTerm Facility”); each Term Loan Increase and Incremental Term Facility are collectively referred to as a “Commitment Increase”) such that the aggregate amount of the Facilities as so increased, including all such Incremental Term Facilities, does not exceed at any time $950,000,000; provided, that each such Commitment Increase shall be in an aggregate principal amount of not to exceed less than $750,000,00010,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose Borrower proposes that such Incremental Commitments Commitment Increase shall be effective, which shall be a date not less than five (5) Business Days (or such lesser number of days as the Administrative Agent shall agree) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent Agent, the Arrangers, the Syndication Agents and/or its their respective Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental CommitmentsCommitment Increase; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments any Commitment Increase may elect or decline, in its sole discretion, to provide an Incremental Commitmentparticipate in a Commitment Increase, and (zy) any Lender or other Person that is an Eligible Assignee to whom any portion of such Commitment Increase shall be allocated (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender Agent (each of which approvals shall such approval not to be unreasonably withheldwithheld or delayed), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, extent required by Section 9.04(b). (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers The Administrative Agent and the Incremental Term Loan Lenders in respect Borrower shall thereafter determine the effective date (each, an “Increased Amount Date”) and the final allocation of such Incremental Term Loans elect lesser payments Commitment Increase among the Lenders and (c) otherwise be identical to Eligible Assignees; provided that the existing Term Loans. The effectiveness of any Incremental Commitments Commitment Increase and the availability of any borrowings under any such Incremental Commitment Increase on the Increased Amount Date shall be subject to the satisfaction of the following conditions precedent: : (xi) after giving pro forma effect to such Incremental Commitments Commitment Increase and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and be continuing; (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers Borrower in any Loan Document shall be true and correct in all material respects on the effective date Increased Amount Date of such Incremental Commitments Commitment 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 on and as of such earlier date) or are qualified by materiality (in which case such representations and warranties shall be true and correct in all respects) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; ; (iii) payment by the Borrower to the Joint Lead Arrangers/Joint Bookrunners and/or the Administrative Agent, for its own account and/or for the benefit of the Incremental Term Loan Lenders participating in such Commitment Increase, of any applicable fees and expenses required to be paid as of the applicable Increased Amount Date; (ziv) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: : (iA) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (Ax) all corporate or other necessary action taken by the Borrowers Borrower to authorize such Incremental Commitments Commitment Increase and (By) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Commitment Increase; (B) a certificate of the Borrower dated as of the applicable Increased Amount Date signed by an Authorized Officer thereof, certifying that, before and after giving effect to such Incremental Commitments; Term Facility, the conditions in clauses (i) and (ii) above have been satisfied; (C) if requested by the Administrative Agent, a customary opinion of counsel to the Borrowers Borrower and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Effective Date and may be delivered by internal counsel of the BorrowersBorrower), and addressed to the Administrative Agent and the Lenders, and ; (iiiD) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, payable to any existing Lender; (E) a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”) for each Eligible Assignee that is not an existing Lender and is becoming a Lender in connection with such Commitment Increase, duly executed by the Borrower and each such Eligible Assignee and acknowledged and, if required pursuant to Section 9.04(b), consented to in writing by the Administrative Agent; and (F) written confirmation from each existing Lender, if any, participating in such Commitment Increase of the amount of New Term Loans to be provided by it; (v) any Commitment Increase that constitutes an increase in an existing Facility shall be on the same terms as the Class or tranche of the Facility being increased (in each case, other than pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions or additional terms applicable only to periods after the Maturity Date); (vi) all incremental commitments and loans provided as part of a newly established Incremental Term Facility shall be, subject to Section 9.02(b)(iv) and clauses (v), (x) and (z) of the second proviso to Section 9.02(b), on terms agreed to by the Borrower and the Lenders providing such Incremental Term Facility; provided that (i) if the terms of such Incremental Term Facility (other than final maturity) are not the same as the terms of a then existing tranche of the Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Facility shall be on terms reasonably acceptable to the Administrative Agent, and (ii) all Incremental Term Loans under each Incremental Term Facility shall rank pari passu in right of payment with all other Term Loans and shall be treated substantially the same as (and in any event no more favorably than) all other Term Loans. Incremental Term Facilities may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any Eligible Assignee becoming a party to this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 9.02, the Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04. Each Incremental Term Facility will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender with respect to such Incremental Term Facility but all New Term Loans under any such Incremental Term Facility will in any event mature on the Maturity Date; and (vii) upon the reasonable request of any Lender or any Eligible Assignee participating in such Incremental Term Facility made at least ten (10) Business Days prior to the applicable Increased Amount Date, the Borrower shall have provided to such Lender or Eligible Assignee, and such Lender or Eligible Assignee shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation, if applicable, in each case at least five (5) Business Days prior to such Increased Amount Date. (c) [Intentionally omitted]. (d) On any Increased Amount Date on which Incremental Revolving Commitments are any Commitment Increase is effected, subject to the satisfaction of the foregoing terms and conditionsconditions and the conditions set forth in Section 4.02, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender participating in such Commitment Increase shall make a Loan to the applicable Term Loan Borrower (an a “Incremental New Term Loan”) in an amount equal to its Incremental Term Loan Commitmentallocated share of such Commitment Increase. (e) On each Increased Amount Date, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice the occurrence of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and Facility effected on such Increased Amount Date, the amount of the Incremental Term Loan Lenders, as applicable, Facility and (z) in the case amount of the Incremental Term Commitment of each notice to any Revolving Term Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. Lender as a result thereof. (f) The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders with respect to any Incremental Term Facility shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable Incremental Revolving Loan Lenders and/or such Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant . (g) Subject to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or foregoing, the Term Loan Borrowers, as applicableBorrower, the Incremental Revolving Term Loan Lender or Lenders participating in any Incremental Term Loan Lender, as applicable, Facility and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment Agent 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, to give effect to such Incremental Term Facility and the provisions of this Section 2.04. (h) This Section 2.04 shall supersede any provisions in Section 2.18(c) or 9.02(b) to the contrary.

Incremental Facilities. On one (a) So long as no Event of Default exists or more occasions would arise therefrom, the Borrower shall have the right, at any time and from time to time after the Closing Date, the Borrowers may by written notice to the Administrative Agent elect (i) to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of new term loan commitments under one or more new term loan commitments credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), and (ii) to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”, together with the Incremental Revolving Term Loan Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,000. Each such notice shall specify the date (eachprovided, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000that, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (xi) after giving pro forma effect to such any incurrence or discharge of Indebtedness on the date the applicable Incremental Commitments Commitment Agreement (as defined below) becomes effective and borrowings and all related transactions as if completed on the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last first day of the twelve month period ending on the most recent month for which financial statements have been delivered pursuant to Section 5.01Test Date, the Borrowers Borrower would have been in compliance with Section 8.1(a) on the Financial Covenants Test Date (after giving assuming compliance with Section 8.1(a), as originally in effect to any increase or amended in accordance with the date hereof, was required on the Test Date) (and the Borrower shall deliver a certificate, no later than two Business Days prior to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects date on the effective date of which such Incremental Commitments except Commitment shall become effective to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of certifying that the following, Borrower is in form and substance reasonably satisfactory to the Administrative Agent: compliance with this clause (i)) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel aggregate then outstanding principal amount of the Borrowers), sum of all unutilized Incremental Commitments and addressed to the Administrative Agent and the Lenders, and (iii) if requested by Incremental Loans does not exceed $300,000,000. Any loans made in respect of any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which such Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as Commitment shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held made by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, creating a new Tranche. (b) each Incremental Revolving Commitment Each request from the Borrower pursuant to this Section 4.17 shall be deemed for all purposes a Revolving Commitment set forth the requested amount and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction proposed terms of the foregoing terms and conditionsrelevant Incremental Commitments. The Incremental Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or financial institution (any such bank or other financial institution, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term LoanAdditional Lender”) in an amount equal to its Incremental Term Loan Commitmentsubject, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice any Incremental Revolving Commitments (if such Additional Lender is not already a Lender hereunder or any affiliate of a Lender hereunder) to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed). Any allocation of any Incremental Commitments to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case Affiliated Lender shall be subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each terms 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.0411.6(g).

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase prior to the existing Revolving Commitments (any such increaseMaturity Date, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new incremental term loan commitments Commitments (the “"Incremental Term Loan Commitments”"), by an amount not in excess of the Incremental Debt Cap in the aggregate and not less than $10,000,000 in the case of each such increase (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Debt Cap and all such Incremental Term Loan Commitments obtained prior to such date, together with the all Incremental Revolving Commitments, the “Incremental Commitments”Debt outstanding under Section 10.2.1(n)), and integral multiples of $5,000,000 in an aggregate amount not to exceed $750,000,000excess of that amount. Each such notice shall specify (A) the date (each, an “"Increased Amount Date”") on which Borrower proposes that the Revolving Borrowers or the Incremental Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 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 effortsor such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender, with the assistance of the Revolving Borrowers Person that is an Eligible Assignee or the other Person not then either a Lender or Eligible Assignee (each, an "Incremental Term Loan BorrowersLender") to whom Borrower proposes any portion of such Incremental Term Loan Commitments, as applicable, to arrange a syndicate be allocated and the amounts of Lenders willing to hold the requested Incremental Commitmentssuch allocations; provided that (x) any Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment; provided, further, that each Lender and (z) any Lender or other Person that is Borrower proposes to become an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lendermust be reasonably acceptable to Administrative Agent. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Such Incremental Term Loan Commitments and any shall become effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans shall is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (ah) provide that the maturity date of any Incremental Term Loan that has occurred or is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentscontinuing or would immediately result therefrom, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (cB) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereofotherwise, (i) no Default or Event of Default shall exist as of such date, or immediately result from such funding; and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (both immediately before and after giving effect to the making of any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase PeriodClass of Incremental Term Loans, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by of each Obligor in the Borrowers Loan Documents (or, in the case of any Loan Document Incremental Facility being requested in connection with a Permitted Acquisition, the Specified Representations and Acquisition Agreement Representations in the Acquisition Agreement for such Permitted Acquisition) shall be true and correct in all material respects on the effective date (without duplication of such Incremental Commitments any materiality qualifier contained therein) (except to the extent that such for representations and warranties that expressly relate solely to an earlier date date); (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z2) the Administrative Agent Incremental Term Loan Commitments shall have received each of be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the following, in form Incremental Term Loan Lender and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by and each of which shall be recorded in the Secretary or Assistant Secretary of Register and each Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.9; (A3) all corporate or other necessary action taken by Borrower shall make any payments required pursuant to Section 3.9 in connection with the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Term Loan Commitments; and (ii4) a customary opinion of counsel Borrower shall deliver or cause to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered any legal opinions, mortgage modifications or other documents reasonably requested by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by in connection with any Lender, new notes executed by the Revolving Borrowers or the such transaction. Any Incremental Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Loans made on an Increased Amount Date shall be designated a separate Class of Incremental Term Loan Borrowers, as applicable, payable to any existing LendersLoans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effectedDate, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to the applicable Term Loan Borrower (an “"Incremental Term Loan”") in an amount equal to its Incremental Term Loan CommitmentCommitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s 's notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders, Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as applicable, and (z) set forth herein or in the case Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each notice to Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving other Class of Incremental Term Loans, in each case subject to (iii) the assignments contemplated by this Section. The upfront fees payable Weighted Average Yield applicable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Loans of each Class shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Revolving Term Loans shall not 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 any Loan Lenders and/or plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Lenders. The Incremental Commitments Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall be effected pursuant the covenants or other provisions applicable to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or any Incremental Term Loan Lenderbe more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans (or the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms, which, for avoidance of doubt, may be provided to them without their consent), in each case, as applicablecertified by a Senior Officer of the Borrower in good faith, (B) concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) apply after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and (vi) not have any terms which require it to be voluntarily or mandatorily prepaid prior to the Administrative Agentrepayment in full of the Initial Term Loans and any other Incremental Term Loans, and each unless accompanied by at least a ratable payment of which shall be recorded in the RegisterLoans. Each Additional Credit Extension Amendment 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, Agent to effect the provisions provision of this Section 2.042.4.

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase prior to the existing Revolving Commitments (any such increaseMaturity Date, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the Incremental Debt Cap in the aggregate and not less than $10,000,000 in the case of each such increase (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Debt Cap and all such Incremental Term Loan Commitments obtained prior to such date, together with the all Incremental Revolving Commitments, the “Incremental Commitments”Debt outstanding under Section 10.2.1(n)), and integral multiples of $5,000,000 in an aggregate amount not to exceed $750,000,000excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the Revolving Borrowers or the Incremental Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 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 effortsor such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender, with the assistance of the Revolving Borrowers Person that is an Eligible Assignee or the other Person not then either a Lender or Eligible Assignee (each, an “Incremental Term Loan BorrowersLender”) to whom Borrower proposes any portion of such Incremental Term Loan Commitments, as applicable, to arrange a syndicate be allocated and the amounts of Lenders willing to hold the requested Incremental Commitmentssuch allocations; provided that (x) any Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment; provided, further, that each Lender and (z) any Lender or other Person that is Borrower proposes to become an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lendermust be reasonably acceptable to Administrative Agent. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Such Incremental Term Loan Commitments and any shall become effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans shall is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (ah) provide that the maturity date of any Incremental Term Loan that has occurred or is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentscontinuing or would immediately result therefrom, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (cB) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereofotherwise, (i) no Default or Event of Default shall exist as of such date, or immediately result from such funding; and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (both immediately before and after giving effect to the making of any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase PeriodClass of Incremental Term Loans, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by of each Obligor in the Borrowers Loan Documents (or, in the case of any Loan Document Incremental Facility being requested in connection with a Permitted Acquisition, the Specified Representations and Acquisition Agreement Representations in the Acquisition Agreement for such Permitted Acquisition) shall be true and correct in all material respects on the effective date (without duplication of such Incremental Commitments any materiality qualifier contained therein) (except to the extent that such for representations and warranties that expressly relate solely to an earlier date date); (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z2) the Administrative Agent Incremental Term Loan Commitments shall have received each of be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the following, in form Incremental Term Loan Lender and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by and each of which shall be recorded in the Secretary or Assistant Secretary of Register and each Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.9; (A3) all corporate or other necessary action taken by Borrower shall make any payments required pursuant to Section 3.9 in connection with the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Term Loan Commitments; and (ii4) a customary opinion of counsel Borrower shall deliver or cause to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered any legal opinions, mortgage US-DOCS\135051485.13 modifications or other documents reasonably requested by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by in connection with any Lender, new notes executed by the Revolving Borrowers or the such transaction. Any Incremental Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Loans made on an Increased Amount Date shall be designated a separate Class of Incremental Term Loan Borrowers, as applicable, payable to any existing LendersLoans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effectedDate, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan CommitmentCommitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a BorrowerXxxxxxxx’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders, Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as applicable, and (z) set forth herein or in the case Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each notice to Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving other Class of Incremental Term Loans, in each case subject to (iii) the assignments contemplated by this Section. The upfront fees payable Weighted Average Yield applicable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Loans of each Class shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Revolving Term Loans shall not 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 any Loan Lenders and/or plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Lenders. The Incremental Commitments Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall be effected pursuant the covenants or other provisions applicable to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or any Incremental Term Loan Lenderbe more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans unless (in each case, as applicablecertified by a Senior Officer of the Borrower in good faith) (A) the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms (which, for avoidance of doubt, may be provided to them without their consent), (B) subject to clauses (i) through (vi) in this paragraph, such terms concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) such terms apply only after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and (vi) not have any terms which require it to be voluntarily or mandatorily prepaid prior to the Administrative Agentrepayment in full of the Initial Term Loans and any other Incremental Term Loans, and each unless accompanied by at least a ratable payment of which shall be recorded in the RegisterLoans. Each Additional Credit Extension Amendment 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, Agent to effect the provisions provision of this Section 2.042.4.

Incremental Facilities. On one or more occasions at any time after the Closing Effective Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental New Term Loan Commitments”, together with the Incremental New Revolving Commitments, the “Incremental Commitments”), in by up to an aggregate amount not to exceed $750,000,0001,000,000,000 for all Incremental Commitments. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, 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 amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an a “Incremental New Revolving Loan Lender” or “Incremental New Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the Administrative AgentAgent (such approval not to be unreasonably withheld or delayed), and, if an Incremental in the case of a New Revolving Commitment, the each Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental New Revolving Loan Lender or Incremental New Term Loan Lender is an existing Lender. The terms and provisions of any Incremental New Revolving Commitments shall be identical to the existing Revolving Commitments; provided that the applicable commitment fee, upfront and other fees with respect to any New Revolving Commitments shall be determined by the Borrower and the applicable New Revolving Loan Lenders and the applicable arrangement fees with respect to any New Revolving Commitments shall be determined by the Borrower and the applicable arrangers for such New Revolving Commitments. The terms and provisions of any Incremental New Term Loan Commitments and any Incremental New Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, payments and (b) share ratably in any prepayments of the any existing Term Loan Facility, unless the Term Loan Borrowers Borrower and the Incremental New Term Loan Lenders in respect of such Incremental New Term Loans elect lesser payments payments; provided that applicable interest rate margins, arrangement fees, upfront or other fees, original issue discount and amortization (subject to the remaining terms of this proviso) with respect to any New Term Loan Commitments shall be determined by the Borrower and the applicable New Term Loan Lenders; provided, further, that New Term Loan Commitments may contain (x) additional or more restrictive covenants that are applicable only to periods after the latest Maturity Date of any Term Loans outstanding or Revolving Commitments in effect immediately prior to giving effect to such New Term Loan Commitments and (cy) otherwise be identical other terms that are reasonably acceptable to the existing Term LoansAdministrative Agent. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers Borrower would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers Borrower in any Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers Borrower to authorize such Incremental Commitments and (B) if applicable, all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) if requested by the Administrative Agent, a customary opinion of counsel to the Borrowers and Borrower and, if applicable, the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Effective Date and may be delivered by internal counsel of the BorrowersBorrower), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any LenderXxxxxx, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, payable to any existing Lenders; provided, that, such Lender shall promptly return any existing Notes held by such Lender to the Borrower (or, if lost, destroyed or mutilated, if requested by the Borrower, a lost note affidavit in customary form and including a customary indemnity). On any Increased Amount Date on which Incremental New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental New Revolving Loan Lenders, and each of the Incremental New Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental New Revolving Commitments to the Revolving Commitments, (b) each Incremental New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental New Revolving Loan Lender shall become a Lender with respect to its Incremental New Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental New Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental New Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an a “Incremental New Term Loan”) in an amount equal to its Incremental New Term Loan Commitment, and (ii) each Incremental New Term Loan Lender shall become a Lender hereunder with respect to the Incremental New Term Loan Commitment and the Incremental New Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental New Revolving Commitments and the Incremental New Revolving Loan Lenders or the Incremental New Term Loan Commitments and the Incremental New Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan LenderXxxxxx’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental New Revolving Loan Lenders and/or Incremental New Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable Incremental New Revolving Loan Lenders and/or Incremental New Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, the Incremental New Revolving Loan Lender or Incremental New Term Loan Lender, as applicable, and the Administrative Agent, 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

Incremental Facilities. On (a) The Borrower may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (Incremental Term Commitments; provided that the “aggregate amount of all Incremental Term Loan Commitments”, Commitments established on any date shall not exceed (i) (together with the amount of Alternative Incremental Revolving Commitments, Debt established on such date in reliance on the “Base Incremental Commitments”), in Amount) an aggregate amount not equal to exceed $750,000,000the Base Incremental Amount on such date and (ii) an additional amount subject to the Maximum Incremental Amount as of such date. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or Borrower proposes that the Incremental Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Revolving Borrowers or the Incremental Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the Commitments being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the any Incremental Commitments Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Borrower proposes to become an Incremental CommitmentTerm Lender, and (z) any Lender or other if such Person that is an Eligible Assignee (eachnot then a Lender, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) must be reasonably acceptable to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender ). (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. b) The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions conditions of any Incremental Term Loan Commitments 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 B Loans; provided that (i) the interest rate margins with respect to any Incremental Term Loans shall be as agreed by the Borrower and the lenders in respect thereof; provided, that if the total yield (acalculated, for both the Incremental Term Loans and the Term B Loans, to include upfront fees, any interest rate floors and any original issue discount (with original issue discount being equated to interest rate in a manner determined by the Administrative Agent based on an assumed four-year life to maturity) provide that but to exclude any arrangement, underwriting or similar fee paid by the maturity date Borrower) in respect of any Incremental Term Loan that is a separate tranche shall be no earlier than Loans exceeds the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of total yield for the existing Term Loan FacilityB Loans by more than 0.50%, unless the Applicable Rate for the Term Loan Borrowers and B Loans shall be increased so that the Incremental Term Loan Lenders total yield in respect of such Incremental Term Loans elect lesser payments is no higher than the total yield for the existing Term B Loans plus 0.50% (provided that if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Term B Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Rate for the Term B Loans shall be required, to the extent an increase in the interest rate floor for the Term B Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate) applicable to the Term B Loans shall be increased by such amount), (ii) any Incremental Term Loan shall have terms, in the Borrower’s reasonable judgment, customary for a term loan under then-existing market convention, (iii) the amortization schedule with respect to any Incremental Term Loans shall be as agreed by the Borrower and the lenders in respect thereof, provided that 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 Latest Maturing Term Loans outstanding immediately prior to the establishment of such Incremental Term Loans (other than as necessary to make any such Incremental Term Loans fungible with such Latest Maturing Term Loans), (iv) no Incremental Term Maturity Date with respect to Incremental Term Loans shall be earlier than the Latest Maturity Date in effect immediately prior to the establishment of such Incremental Term Loans, (v) except as permitted by clause (i), the Incremental Term Loans shall be treated no more favorably than the Term B Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that the foregoing shall not apply to covenants or other provisions applicable only to periods after the Latest Maturity Date in effect immediately prior to the establishment of such Incremental Term Loans; provided further that any Incremental Term Loans may add additional covenants or events of default not otherwise applicable to the Term B Loans or covenants more restrictive than the covenants applicable to the Term B Loans in each case prior to the Latest Maturity Date in effect immediately prior to the establishment of such Incremental Facility so long as this Agreement is amended to provide all of the Lenders with the benefits of such additional covenants, events of default or more restrictive covenants, (vi) to the extent the terms applicable to any Incremental Term Loans are inconsistent with the terms applicable to the Term B Loans (except, in each case, as otherwise permitted pursuant to this paragraph (b)), such terms shall be reasonably satisfactory to the Administrative Agent, and (vii) any Incremental Term Loans shall have the same Guarantees as, and shall rank pari passu with respect to the Liens on the Collateral and in right of payment with, the Term B Loans. 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 Agreement. Notwithstanding the foregoing, in no event shall there be more than six maturity dates in respect of the Credit Facilities (including any Extended Term Loans or Replacement Term Loans). (c) otherwise The Incremental Term Commitments shall be identical effected pursuant to one or more Incremental Facility Agreements executed and delivered by the existing Borrower, each Incremental Term Loans. The effectiveness of any Lender providing such Incremental Term Commitments and the availability Administrative Agent; provided that (other than with respect to the incurrence of any borrowings under Incremental Term Loans the proceeds of which shall be used to consummate an acquisition permitted by this Agreement for which the Borrower has determined, in good faith, that limited conditionality is reasonably necessary (any such acquisition, a “Limited Conditionality Acquisition”) as to which conditions (i) through (iii) below shall not apply) no Incremental Commitment Term Commitments shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, become effective unless (i) no Default or Event of Default shall exist have occurred and (ii) as be continuing on the date of the last day of the most recent month for which financial statements have been delivered pursuant effectiveness thereof, both immediately prior to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (and immediately after giving effect to any increase such Incremental Term Commitments and the making of Loans thereunder to be made on such date, (ii) on the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Perioddate of effectiveness thereof, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by of each Loan Party set forth in the Borrowers in any Loan Document -52- Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of such date, (iii) the Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Term Commitments and the related transactions under this Section, and (iv) the other conditions, if any, set forth in the applicable Incremental Facility Agreement are satisfied; provided further that no Incremental Term Loans in respect of a Limited Conditionality Acquisition shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing as of the date of entry into the definitive acquisition documentation in respect of such Limited Conditionality Acquisition (the “Limited Conditionality Acquisition Agreement”) and (ii) on the effective date of such Incremental Commitments except to effectiveness of the extent that such Limited Conditionality Acquisition Agreement, the representations and warranties expressly relate solely to an earlier date (of each Loan Party set forth in which case such representations and warranties the Loan Documents shall have been be true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, 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 2.04Section. (d) Upon the effectiveness of an Incremental Term Commitment of any Incremental Term Lender, such Incremental Term 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. (e) 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. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in paragraph (a) above and of the effectiveness of any Incremental Term Commitments, in each case advising the Lenders of the details thereof.

Incremental Facilities. On (a) The Borrower may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, provided that the “amount of any Incremental Commitments”Commitments established hereunder shall not exceed the amount of additional Indebtedness permitted at the time such Incremental Commitments are established to be Incurred under Section 9.01(b)(i), in an aggregate amount not to exceed $750,000,000. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or Borrower proposes that the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (ii) the assistance amount of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the Incremental Commitments being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (yA) any Lender approached to provide all or a portion of the any Incremental Commitments Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (B) any Person that the Borrower proposes to become an Incremental CommitmentLender, and (z) any Lender or other if such Person that is not then a Lender, must be an Eligible Assignee and otherwise satisfy the requirements of Section 12.04(b)(i)). (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicableb) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness conditions of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment Loans to be made thereunder shall be subject be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to the satisfaction those of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) Loans; provided that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered the Weighted Average Yield applicable to any Incremental Loans exceeds by more than 0.50% per annum the applicable Weighted Average Yield under the terms of this Agreement, as amended through the date of such calculation, with respect to Loans, then the Applicable Margin then in effect for Loans shall automatically be increased to the Administrative Agentextent necessary to eliminate such excess, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion the Average Life of counsel to any Incremental Loans shall be no shorter than the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel remaining Average Life of the Borrowers), and addressed to the Administrative Agent and the Lenders, Loans and (iii) if requested by the Maturity Date for any Lender, new notes executed by Incremental Loan shall not be earlier than the Revolving Borrowers or Final Maturity Date in effect on the Term date such Incremental Loan Borrowers, as applicable, payable is made. Any Incremental Commitments established pursuant to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which an Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing Facility Agreement that have identical terms and conditions, (a) each of the Revolving Lenders shall assign to each of the and any Incremental Revolving Loan LendersLoans made thereunder, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders designated as a separate Class of Incremental Commitments and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed Loans for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and of this Agreement. (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan BorrowersBorrower, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan Lender, as applicable, Commitments and the Administrative Agent; provided that no Incremental Commitments 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 Commitments and the making of Loans thereunder, (ii) on the date of effectiveness thereof, the representations and warranties of each of which Loan Party set forth in the Loan Documents shall be recorded true and correct (A) in the Registercase 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 and (iii) the Borrower 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. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any Lender (other Lendersthan the Incremental Lenders party thereto), 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. (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, a Lender (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of a Lender (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Commitment of any Class shall make a loan to the Borrower in an amount equal to such Incremental Commitment on the date specified in such Incremental Facility Agreement. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.042.08(a) and of the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof.

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in by up to an aggregate amount not to exceed $750,000,000AUD550,000,000 for all Incremental Commitments (so that the sum of the Commitments plus the principal amount of Delayed Draw Term Loans made hereunder does not exceed AUD1,750,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five ten (510) 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 Revolving Borrowers or the Term Loan Borrowers, as applicable, 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 amount of $10,000,000AUD25,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Lenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Lender so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Lender shall be deemed to have declined to provide such Incremental Commitments, and (z) any Lender or other Person that is an Eligible Assignee (each, an a “Incremental Revolving Loan New Lender” or “Incremental Term Loan Lender,” as applicable”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender Agent (each of which approvals shall such approval not to be unreasonably withheldwithheld or delayed), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment Commitments shall be subject to the satisfaction of the following conditions precedent: (xi) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (ix) no Default or Event of Default shall exist and (iiy) as of the last day of the most recent month calendar quarter for which financial statements have been delivered pursuant to Section 5.016.1, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to financial covenants set forth in Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time7.1; (yii) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents); and (ziii) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (ix) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or, in the case of MPT Australia organized under the laws of Australia (Aor any of its jurisdictions), a director) of all corporate or other necessary action taken by each of the Borrowers to authorize such Incremental Commitments and Commitments, (By) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion opinions of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form forms as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and Date) addressed to the Administrative Agent and the Lenders, and (iiiz) if requested by any New Lender, new notes Notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to such New Lender; and (iv) (x) upon the reasonable request of any new Lender or New Lender made at least ten days prior to the applicable Increased Amount Date, the Borrowers shall have provided to such Lender or New Lender, and replacement notes executed by such Lender or New Lender shall be reasonably satisfied with, the Revolving Borrowers documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, the Australian AML Act and the Beneficial Ownership Regulation, in each case at least five days prior to the Increased Amount Date and (y) at least five days prior to the applicable Increased Amount Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender or the Term New Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Borrowers, as applicable, payable to any existing LendersParty. On any Increased Amount Date on which Incremental Revolving Commitments are effectedduring the Delayed Draw Term Commitment Period, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Delayed Draw Term Lenders shall assign to each of the Incremental Revolving Loan New Lenders, and each of the Incremental Revolving New Lenders shall purchase from each of the Revolving Delayed Draw Term Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Delayed Draw Term 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 Delayed Draw Term Loans will be held by existing Revolving Loan Delayed Draw Term Lenders and Incremental Revolving Loan New Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Delayed Draw Term Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Delayed Draw Term Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Delayed Draw Term Loan and (c) each Incremental Revolving Loan New Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental or after the Delayed Draw Term Loan Commitments are effectedCommitment Period, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan New Lender shall make a Loan to the applicable Term Loan Borrower Borrowers (an a “Incremental Term New Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan New Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term New Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s the Borrowers’ notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan New Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lenderduring the Delayed Draw Term Commitment Period, the respective interests in such Revolving Loan Delayed Draw Term Lender’s Revolving Delayed Draw Term Loans, in each case subject to the assignments contemplated by this Sectionparagraph. The upfront fees payable by the Borrowers to the Lenders upon any such Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders Commitments shall be determined agreed upon by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Administrative Agent and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan LendersBorrowers at the time of such increase. The Incremental Commitments shall be effected evidenced pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, New Lenders and the Administrative Agent, 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.042.23, subject to the approval of the Borrowers (which approval shall not be unreasonably withheld or delayed).

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers (a) Holdings may by written notice to the Administrative Agent elect to request (A) prior to the Maturity Date of the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) prior to the Maturity Date of the Term A Facility, the establishment of one or more new term loan A commitments (the “Incremental Term Loan A Commitments”, together with ) by an amount not in excess of $250,000,000 in the Incremental Revolving Commitmentsaggregate (such amount, the “Incremental CommitmentsCapacity”), in an aggregate amount ) and not to exceed less than $750,000,00025,000,000 individually. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which Holdings proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersA Commitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five ten (510) Business Days after the date on which such notice is delivered to the Administrative Agent. The Agent (or such shorter period of time as may be agreed to by the Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, ) and (zii) any the identity of each Lender or other Person that is Person, which must be an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan A Lender,” ”, as applicable) to whom Holdings proposes any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers Commitments or the Incremental Term Loan BorrowersA Commitments, as applicable, be allocated and the Administrative Agent, and, if an amounts of such allocations. Any Lender approached to provide all or a portion of the Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender Commitments or Incremental Term Loan Lender is A Commitments may elect or decline, in its sole discretion, to provide an existing LenderIncremental Revolving Commitment or an Incremental Term Loan A Commitment. The terms and provisions of any Such Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any or Incremental Term Loan A Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect become effective as of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan A Commitments, as applicable, and the extensions of credit to be made thereunder on such date; (ii) both before and immediately after giving effect to the making of any Incremental Term A Loans, each of the conditions set forth in Section 4.03 shall be satisfied; (iii) Holdings shall be in pro forma compliance with each of the covenants set forth in Section 7.11 and the Senior Secured Leverage Ratio of Holdings shall be less than or equal to 2.50:1.00, in each case as of the last day of the most recent month recently ended fiscal quarter and as of the Increased Amount Date (assuming for which financial statements such purpose that the relevant ratios shall have been delivered pursuant to calculated taking into account all Consolidated Funded Indebtedness outstanding on such date, Consolidated EBITDA as of the most recently completed Measurement Period and the Consolidated Cash Interest Expense for such Measurement Period (assuming for such purpose that such Consolidated Funded Indebtedness had been outstanding on the first day of and through the end of such Measurement Period and measuring such ratios against those for the most recently ended period in question set forth in Section 5.01, the Borrowers would have been in compliance with the Financial Covenants 7.11 (as applicable))) after giving effect to any increase such Incremental Revolving Commitments or Incremental Term Loan A Commitments and the extensions of credit to be made thereunder on such date, as applicable; (iv) the maximum Total Leverage Ratio Incremental Revolving Commitments or Incremental Term Loan A Commitments, as applicable, shall be effected pursuant to Section 6.06(aone or more Incremental Joinder Agreements executed and delivered by Holdings or the applicable Revolving Credit Borrowers, as applicable, the Incremental Revolving Loan Lender(s) during a Total Leverage Ratio Increase Periodor the Incremental Term Loan A Lender(s), if as applicable) that are applicable at such time; (y) the representations , and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by each of which shall be recorded in the Secretary or Assistant Secretary Register (and each Incremental Revolving Loan Lender and Incremental Term Loan A Lender shall be subject to the requirements set forth in Section 3.01); (v) the Incremental Facilities shall rank pari passu in right of security with the Revolving Credit Facility and the Term A Facility, (Avi) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments reasonable fees and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed out-of-pocket expenses actually incurred owing to the Administrative Agent and the LendersLenders (other than a Defaulting Lender) in respect of the Incremental Revolving Commitments and Incremental Term Loan A Commitments shall have been paid, (vii) the incurrence of Incremental Term A Loans, Incremental Revolving Commitments and/or Incremental Revolving Loans shall be permitted at such time under the SpinCo Notes Documents and any other indenture, loan agreement or other material agreement to which Holdings or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject and (iiiviii) if Holdings shall deliver or cause to be delivered legal opinions, officer’s certificates and such other documents (including modifications of Mortgages and title insurance endorsements or policies) reasonably requested by the Administrative Agent in connection with any Lendersuch transaction. Any Incremental Term A Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term A Loans for all purposes of this Agreement or, new notes executed by the Revolving Borrowers or if made on terms identical to the Term Loan BorrowersA Loans, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or may constitute a part of the Term Loan Borrowers, as applicable, payable to any existing Lenders. A Facility. (b) On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the existing Revolving Credit Lenders 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, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Loan Credit Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Credit Commitments, (bii) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (ciii) each Incremental Revolving Loan Lender shall become a Lender with respect to its the Incremental Revolving Commitment and all matters relating thereto. . (c) On any Increased Amount Date on which any Incremental Term Loan A Commitments of any Series are effectedeffective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan A Lender of any Series shall make a Loan to the applicable Term Loan Borrower Holdings (an “Incremental Term A Loan”) in an amount equal to its Incremental Term Loan Commitment, A Commitment of such Series and (ii) each Incremental Term Loan A Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan A Commitment of such Series and the Incremental Term A Loans of such Series made pursuant thereto. . (d) The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s Holdings’ notice of each Increased Amount Date and in respect thereof (yi) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or Lenders, the Series of Incremental Term Loan A Commitments and the Incremental Term Loan LendersA Lenders of such Series of such Series, as applicable, applicable and (zii) in the case of each notice to any applicable Revolving Loan Credit Lender, the respective interests in such Revolving Loan Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this SectionSection 2.14. (e) Except as otherwise provided herein, the terms and documentation in respect of any Incremental Term A Loans and Incremental Term Loan A Commitments shall be reasonably satisfactory to Holdings, the Administrative Agent and the Incremental Term Loan A Lenders; provided that the terms and provisions of the Incremental Term A Loans and Incremental Term Loan A Commitments of any Series shall be, except as otherwise set forth herein or as otherwise agreed by Holdings, the Administrative Agent and the Incremental Term Loan A Lenders and set forth in the Incremental Joinder Agreement, identical to the Term A Loans. The upfront fees payable Notwithstanding the foregoing, (i) the Weighted Average Life to Maturity of all Incremental Term A Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Term A Loans, (ii) the applicable Incremental Term Loan A Maturity Date of each Series shall be no shorter than the latest final maturity date of the Term A Loans, and (iii) the yield applicable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders A Loans of each Series shall be determined by Holdings and the applicable new Lenders and shall be set forth in each applicable Incremental Joinder Agreement; provided, however, that if the All-in Yield applicable to the Incremental Term A Loans exceeds the applicable All-in Yield of the Term A Loans by more than 0.50% per annum, the applicable interest rate of the Term A Loans shall be increased (without further consent of the affected Lenders) so that the All-in Yield applicable to the Incremental Term A Loans is not more than 0.50% per annum more than the All-in Yield applicable to the Term A Loans. (f) The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Borrowers or the Term Loan Borrowers, as applicable, and Credit Loans; provided that if the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments require an interest rate in excess of the interest rate then applicable to the Revolving Credit Facility, the interest rate on the Revolving Credit Facility shall be effected pursuant increased to one or more Additional Credit Extension Amendments executed and delivered by equal such required rate without further consent of the Revolving Borrowers or the Term Loan Borrowers, as applicable, the affected Lenders. (g) Each Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment 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, to effect the provisions of this Section 2.042.14. (h) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 11.01(a) to the contrary.

Incremental Facilities. On (a) The Borrower may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (A) an increase in the Commitments pursuant to the existing Revolving Commitments (any such increaseestablishment, during the “Availability Period, of Incremental Revolving Commitments”) and/or (B) ; provided that the establishment aggregate amount of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with all the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount Commitments established hereunder shall not to exceed $750,000,000100,000,000 during the term of this Agreement. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) ten Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (B) the assistance amount of the Incremental Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the Commitments being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the any Incremental Commitments Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (y) any Person that the Borrower proposes to become an Incremental CommitmentLender, and (z) any Lender or other if such Person that is not then a Lender, must be an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall and must be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and approved by the Administrative Agent, and, if an Incremental Revolving Commitment, the each Issuing Bank and the Swingline Lender (each of which such approvals shall not to be unreasonably withheld, conditioned or delayed), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. ). (b) The terms and provisions conditions of any Incremental Revolving Commitments Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the existing Commitments (as in effect immediately prior to the effectiveness of such Incremental Revolving Commitments. The terms Commitment) and provisions Loans and other extensions of any credit made thereunder; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Term Loan Revolving Commitments or Loans and any Incremental Term Loans shall (a) provide that the maturity date other extensions of any Incremental Term Loan that is a separate tranche credit made thereunder, such increase shall be no earlier than permitted if the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably interest rate or fees payable in any prepayments respect of the existing Term Loan Facilityother Commitments or Loans and other extensions of credit made thereunder, unless the Term Loan Borrowers and the Incremental Term Loan Lenders as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Term Revolving Commitments or Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness other extensions of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties credit made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowersthereunder, as applicable, payable the case may be; provided further that the Borrower at its election may pay upfront or closing fees with respect to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), without paying such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder fees with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. other Commitments. (c) The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicableParent, the Borrower, each Incremental Lender providing such Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, Commitments and the Administrative Agent; provided that no Incremental Revolving Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Revolving Commitments (and giving effect to any utilization of such Incremental Revolving Commitments on such date, if any), no Default shall have occurred and be continuing, (ii) on the date of effectiveness thereof and after giving effect to the making of Loans and issuance of Letters of Credit thereunder to be made on such date, 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, “Material Adverse Effect” or similar language 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) after giving effect to such Incremental Revolving Commitments (and giving effect to any utilization of such Incremental Revolving Commitments on such date, if any), and each any related transaction, on a pro forma basis in accordance with Section 1.04(b), but without taking into account the proceeds of which any borrowings under such Incremental Revolving Commitments (or Permitted Investments made therewith) for purposes of calculating the pro forma Senior Secured Net Debt Ratio, the Parent and the Borrower shall be recorded in compliance with the Registercovenants set forth in Sections 6.12, 6.13 and 6.14 (in each case, calculated as of the last day of or for the period of four consecutive fiscal quarters of the Parent then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or prior to the first such delivery of any such financial statements, as of the last day of, or for, the period of four consecutive fiscal quarters of the Data Center Predecessor most recently ended prior to the date of this Agreement)) and (iv) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower, (A) certifying to such officer's knowledge, compliance with the requirements of the preceding clauses (i) through (iii), inclusive, and (B) containing the calculations (in reasonable detail) required by the preceding clause (iii). Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) The effectiveness of any Incremental Revolving Commitments shall also be subject to (i) the delivery, or agreement to deliver by a date following effectiveness reasonably acceptable to the Administrative Agent, by the Parent and its Subsidiaries of such reaffirmation agreements, supplements and/or amendments to the Security Documents (including, in the case of Mortgages, mortgage amendments and date-down endorsements with respect to the applicable insurance policies, in each case to the extent applicable) as are reasonably requested by the Administrative Agent, (ii) delivery to the Administrative Agent by each Loan Party of such officers' certificates, board of director (or equivalent governing body) resolutions and evidence of good standing (to the extent available under applicable law) as the Lenders providing such Incremental Revolving Commitments shall reasonably request and (iii) such other conditions as the Borrower and the Lenders providing such Incremental Revolving Commitments shall agree. (e) Upon the effectiveness of an Incremental Revolving 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) 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 Revolving 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 Revolving 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 Revolving Commitment, the Exposure of the Incremental Lender holding such Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (f) On the date of effectiveness of any Incremental Revolving Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental Revolving Commitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to the Administrative 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 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 Borrowings, (iii) each Incremental Lender that shall not have had a Commitment 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, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative 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 Revolving Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, 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 Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.042.03 (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 Revolving Commitments) and (vii) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Incremental Revolving Commitments occurs other than on the last day of the Interest Period relating thereto. 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 this clause (f). (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 2.20(a) and of the effectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and of the Applicable Percentages of the Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.20(f). (h) This Section 2.20 shall supersede any provision in Section 2.17 or 9.02 to the contrary.

Incremental Facilities. On one or more occasions at any time after the Closing Date(a) The Borrower may, the Borrowers may by written notice to the Administrative Agent Agent, elect to request (A) prior to the Commitment Termination Date, an increase to the then-existing Revolving Commitments of any Class (any such increase, the “Incremental New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in by an aggregate amount not to exceed in excess of the Increase Amount at such time and not less than $750,000,00010,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall equal the Increase Amount at such time), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Borrowers or the Term Loan Borrowers, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five ten (510) 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 effortsand (B) the identity of each Lender or other Person that is an Eligible Assignee (each, with a “New Revolving Loan Lender”) to whom the assistance Borrower proposes any portion of such New Revolving Commitments be allocated and the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate amounts of Lenders willing to hold the requested Incremental Commitmentssuch allocations; provided that (x) any Incremental the Administrative Agent may elect or decline to arrange such New Revolving Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) its sole discretion and any Lender approached to provide all or a portion of the Incremental New Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental a New Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Such New Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect become effective as of such Incremental Term Loans elect lesser payments and Increased Amount Date; provided that (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i1) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (on such Increased Amount Date before or after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such timeNew Revolving Commitments; (y2) all of the representations and warranties made contained herein or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date and as of such Incremental Commitments Increased Amount Date to the same extent as though made on and as of such Increased Amount Date, 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 on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (3) after giving effect to such New Revolving Commitments, the Borrower and except for changes its Subsidiaries shall be in factual circumstances specifically pro forma compliance with Sections 7.10 and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each 7.11 as of the followinglast day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 6.01; (4) all New Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, in form the New Revolving Loan Lender and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by each of which shall be recorded in the Secretary or Assistant Secretary of Register and each New Revolving Loan Lender shall be subject to the requirements set forth in Section 3.01(e); (A5) all corporate or other necessary action taken by the Borrowers Borrower shall make any payments required pursuant to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing Section 3.04 in connection with the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental New Revolving Commitments; and (ii6) a customary opinion of counsel the Borrower shall deliver or cause to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered any legal opinions or other documents reasonably requested by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and in connection with any such transaction. (iiib) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the Revolving Lenders shall assign to each of the Incremental New Revolving Loan Lenders, and each of the Incremental New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such the Revolving Loans Exposure will be held by existing thenexisting Revolving Loan Lenders and Incremental New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental New Revolving Commitments to the Revolving Commitments, (bii) each Incremental New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (ciii) each Incremental New Revolving Loan Lender shall become a Lender with respect to its Incremental the New Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan For the avoidance of doubt, the terms and provisions of the New Revolving Loans and New Revolving Commitments are effectedshall be documented solely as an increase, subject and shall be identical, to the satisfaction then-existing Revolving Commitments of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant theretoClass. The Administrative Agent shall notify the Lenders promptly upon receipt of a the Borrower’s notice of each Increased Amount Date and in respect thereof (yx) the Incremental New Revolving Commitments and the Incremental New Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (zy) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan BorrowersSection 2.15. ARTICLE 3 TAXES, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.YIELD PROTECTION AND ILLEGALITY

Incremental Facilities. On (a) The Company may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bi) the establishment of one or more new term loan commitments Incremental Revolving Commitments and/or (ii) the “establishment of Incremental Term Loan Commitments”, together with provided that the aggregate amount of all the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount Commitments established hereunder shall not to exceed $750,000,000300,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with (B) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments 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 CommitmentLender, and (z) any Lender or other if such Person that is not then a Lender, must be an Eligible Assignee (eachand must be reasonably acceptable to the Administrative Agent and, an “in the case of any proposed Incremental Revolving Loan Lender” or “, each Issuing Bank and the Swing Line Bank) and (C) in the case of Incremental Term Loan Lender,” as applicable) to whom any portion of Revolving Commitments, whether such Incremental Revolving Commitments are to be Multicurrency Tranche 2 Revolving Loan Commitments or US Tranche 2 Revolving Loan Commitments. (b) The terms and conditions of any Incremental Revolving Commitment and the Loans and other extensions of credit to be made thereunder shall be allocated shall be subject identical to the approval those of the Multicurrency Tranche 2 Revolving Borrowers Loan Commitments or the Term US Tranche 2 Revolving Loan BorrowersCommitments, as applicable, and the Administrative AgentLoans and other extensions of credit made thereunder, and, if an Incremental and shall be treated as a single Class with such Revolving Commitment, the Issuing Bank Commitments and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing LenderLoans. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions conditions of any Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche 2 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 2 Term Loans and (ii) no Incremental Term Loan Maturity Date shall be earlier than the Xxxxxxx 0 Xxxx Xxxxxxxx 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 separate series (aeach a “Series”) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date Commitments and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and for all purposes of this Agreement. (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan BorrowersCompany, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan Lender, as applicable, Commitments and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (i) no Default or Unmatured 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 Commitments and the making of any Loans thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of each of which Loan Party set forth in the Loan Documents shall be recorded true and correct in all material respects, in each case on and as of such date, (iii) after giving effect to such Incremental Commitments and the making of Loans thereunder in the Registerfull amount thereof, the Company shall be in pro forma compliance with the financial covenants set forth in Section 7.04 as of the end of the most recent fiscal quarter for which financial statements shall have been delivered under Section 7.01, (iv) the Borrower shall make any payments required to be made pursuant to Section 4.04 in connection with such Incremental Commitments and the related transactions under this Section and (v) 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 have been reasonably be requested by the Administrative Agent in connection with any such transaction. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Company, 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” (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 of the applicable Class, shall increase) the Revolving Commitment of the applicable Class of such Incremental Lender and (B) the Aggregate Revolving Loan Commitment of the applicable Class 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 provided herein. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the applicable Pro Rata Shares (determined for each applicable Class) of all the Lenders shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender of the applicable Class shall assign to each Incremental Revolving Lender, and each Incremental Revolving Lender shall purchase from each such Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans of the applicable Class and, as applicable, participations in Letters of Credit and Swing Line Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and, as applicable, participations in Letters of Credit and Swing Line Loans will be held by all the Lenders with Revolving Loan Commitments of the applicable Class (including such Incremental Revolving Lenders) ratably in accordance with their applicable Pro Rata Shares (determined for each applicable Class) 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 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 paragraph (a) of this Section 2.04and 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 Pro Rata Shares of the applicable Lenders after giving effect thereto and of the assignments required to be made pursuant to paragraph (e) of this Section.

Incremental Facilities. On one The Borrower may request, from time to time, on any Business Day prior to the date that is six (6) months prior to the Scheduled Termination Date or more occasions at any time after the Closing Term Loan Termination Date, the Borrowers may as applicable, by written notice to the Administrative Agent elect in the form attached hereto as Exhibit H or in such other form acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in by an aggregate amount not to exceed in excess of $750,000,000150,000,000 in the aggregate so that the aggregate Commitments are not in excess of $500,000,000650,000,000 and not less than $5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (x) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Borrowers Credit Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicable, to arrange a syndicate of Lenders willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, and (y) any Lender approached to provide all or a portion the identity of the Incremental Commitments may elect or declineeach Lender, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender,” ”, as applicable) ), to whom the Borrower proposes any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers Credit Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, be allocated and the amount of such allocations; provided that Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless Agent may elect or decline to arrange such Incremental Revolving Loan Lender Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender is an existing Lender. The terms and provisions approached to provide all or a portion of any the Incremental Revolving Credit Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any or Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans may elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the followingdecline, in form and substance reasonably satisfactory its sole discretion, 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 or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which provide an Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (or an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the . Any Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each on an Increased Amount Date and in respect thereof shall be designated a separate series (yeach, a “Series”) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the of Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicable, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions Loans for all purposes of this Section 2.04Agreement.

Incremental Facilities. (a) On one or more occasions at any time after the Closing Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”, together with the Incremental Revolving Commitments, the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,0001,125,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Revolving Borrowers or the Term Loan Borrowers, as applicable, propose Borrower proposes that such Incremental Term Loan Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, to arrange a syndicate of Lenders willing to hold the requested Incremental Term Loan Commitments; provided that (x) any Incremental Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Term Loan Commitment shall be allocated (each, an “Incremental Term Loan Lender”) shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the Administrative Agent, and, if an Incremental Revolving Commitment, the Issuing Bank and the Swingline Lender Agent (each of which approvals shall not be unreasonably withheld), unless such Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing Lender. The terms and provisions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. . (b) The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall provide that (a) provide that the maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization paymentspayments prior to such date, (b) the Incremental Term Loans shall share ratably in any prepayments of the existing Term Loan FacilityLoans, unless the Term Loan Borrowers Borrower and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) except as otherwise provided in Section 2.04(f), the Incremental Term Loans shall otherwise be identical to the existing Term Loans. . (c) The effectiveness of any Incremental Term Loan Commitments and the availability of any borrowings under any such Incremental Term Loan Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Term Loan Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month period for which financial statements have been delivered pursuant to Section 5.015.01(a) or Section 5.01(b), as applicable, the Borrowers Borrower would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers Borrower in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Term Loan Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers Borrower to authorize such Incremental Term Loan Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Term Loan Commitments; and (ii) a customary opinion of counsel to the Borrowers Borrower and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the BorrowersDate), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, . (ad) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. . (e) The Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable, and . (zf) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, Borrower and the applicable Incremental Revolving Term Loan Lenders and/or Lenders. (g) The Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Revolving Borrowers or the Term Loan Borrowers, as applicableBorrower, the Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, 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 or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

Incremental Facilities. On (a) The Company may on one or more occasions at any time after the Closing Dateoccasions, the Borrowers may by written notice to the Administrative Agent elect to Agent, request (A) an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bi) the establishment of one or more new term loan commitments Incremental Revolving Commitments and/or (ii) the “establishment of Incremental Term Loan Commitments”, together with ; provided that (A) the aggregate amount of all the Incremental Revolving Commitments, Commitments established hereunder shall not exceed US$600,000,000 and (B) no Incremental Commitments may be established until after the “Incremental Commitments”), in an aggregate amount not to exceed $750,000,000earlier of (x) the Delayed Draw Term Funding Date and (y) the Delayed Draw Term Commitment Termination Date. Each such notice shall specify (1) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, propose that such Incremental Commitments shall be effective, which shall be a date not less than five (5) 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with and (2) the assistance amount of the Incremental Revolving Borrowers Commitments or the Incremental Term Loan BorrowersCommitments, as applicable, to arrange a syndicate of Lenders willing to hold the being requested Incremental Commitments; provided (it being agreed that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments 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 CommitmentLender, and (z) any Lender or other if such Person that is not then a Lender, must be an Eligible Assignee (eachand must be reasonably acceptable to the Administrative Agent and, an “in the case of any proposed Incremental Revolving Loan Lender” or “Incremental Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the Administrative Agent, and, if an Incremental Revolving Commitment, the each Issuing Bank and the Swingline Lender (Lender, in each of which approvals shall case not to be unreasonably withheld, delayed or conditioned and solely to the extent the consent of the Administrative Agent, the Issuing Banks or the Swingline Lender, as the case may be, would be required for an assignment to such Person pursuant to Section 10.04), unless such . (b) The terms and conditions of any Incremental Revolving Loan Lender or Incremental Term Loan Lender is an existing LenderCommitment and the 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, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans. The terms and provisions conditions of any Incremental Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any Incremental Term Loan Commitments and any Incremental Term Loans shall (a) provide that be such as the maturity date of any Company and the applicable Incremental Term Loan Lenders shall agree upon; provided that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Term Loan Borrowers and the Incremental Term Loan Lenders in respect of such Incremental Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrowers to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Subsidiary Guarantor authorizing the Subsidiary Guaranty by such Subsidiary Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrowers and the Subsidiary Guarantors (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrowers), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any new Lender, and replacement notes executed by the Revolving Borrowers or the Term Loan Borrowers, as applicable, payable to any existing Lenders. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving 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 Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make a Loan to the applicable Term Loan Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. The Administrative Agent shall notify be extensions of credit to the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof Company that are guaranteed only by the Subsidiary Guarantors, (yii) the Incremental Revolving Commitments Term Loans shall rank pari passu in right of payment with the other Loans and the Incremental Revolving other Loan Lenders or the Incremental Term Loan Commitments Document Obligations and the Incremental Term Loan Lenders, as applicable, and shall not be secured [[3851767]] (zc) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders shall be determined by the Revolving Borrowers or the Term Loan Borrowers, as applicable, and the applicable Incremental Revolving Loan Lenders and/or Incremental Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Incremental Facility Agreements executed and delivered by the Revolving Borrowers or the Term Loan BorrowersCompany, as applicable, the each Incremental Revolving Loan Lender or providing such Incremental Term Loan Lender, as applicable, Commitments and the Administrative AgentAgent (with the Administrative Agent hereby agreeing that its consent thereto shall not be unreasonably withheld, conditioned or delayed); provided that no Incremental Commitments shall become effective unless (i) no Default or 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 Commitments and the making of any Loans thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in (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 of effectiveness, except in the case of any such representation or warranty that expressly relates to a prior date, in which case such representation or warranty shall be so true and correct on and as of such prior date, and each of which (iii) the Company shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall have been reasonably be recorded requested by the Administrative Agent in the Registerconnection with any such transaction. Each Additional Credit Extension Amendment Incremental Facility Agreement may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Company, to give effect to the provisions of this Section 2.04.Section, including any amendments necessary or appropriate to treat the Incremental Term Commitments and the Incremental [[3851767]]