Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower may by written notice At any time and from time to the Administrative Agent prior to the Maturity Date request (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Datetime, subject to the terms and conditions set forth in this Sectionherein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each Additional Revolving Commitment shall be a Revolving Commitment and part of the Lenders), request to add additional Tranche B Term Loans or add one or more additional tranches of term loans (the “Incremental Term Loans”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; each such increase or tranche, an “Incremental Facility”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment (A) no Default or Event of Default has occurred and is continuing or shall result therefrom and (B) the full amount of the respective Incremental Facility (assuming the full utilization of the commitments thereunder) may be drawn without violating the terms of any Material Debt. Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facilities shall not exceed $250,000,000 (the “Non-Ratio-Based Incremental Facility Cap”); provided that the Borrower may incur additional Incremental Facilities without regard to the Non-Ratio-Based Incremental Facility Cap (each such Incremental Facility, a “Ratio-Based Incremental Facility”) so long as the Consolidated Net Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Relevant Reference Period (or, if no Relevant Reference Period has passed, as of the most recent four consecutive fiscal quarter period then ended), in each case, as if such Ratio-Based Incremental Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all Credit Loans in an amount equal to the rights of, a Revolving Lender, and the Revolving Loans made by it on full amount of any such Incremental Revolving Commitment Effective Date pursuant Commitments) had been outstanding on the last day of such Relevant Reference Period, shall not exceed 2.75 to this Section shall be Revolving Loans, for all purposes 1.00. Each tranche of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Incremental Term Loans and Incremental Revolving Commitments shall be deemed to in an integral multiple of $1,000,000 and be effective as in an aggregate principal amount that is not less than $50,000,000 in case of Incremental Term Loans or $10,000,000 in case of Incremental Revolving Commitments (or in each case such lesser minimum amount reasonably approved by the Administrative Agent), provided that such amount may be less than the applicable Incremental Revolving Commitment Effective Date, and after minimum amount if such amount represents all the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On remaining availability under the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22Amount set forth above.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may at any time and from time to time prior to the date that is three years after the Effective Date, by written notice to the Administrative Agent prior (whereupon the Administrative Agent shall promptly deliver a copy to each of the Maturity Date Lenders), request (A) the addition of one or more new tranches credit facilities (the "Incremental Facilities") consisting of a new tranche of term loan facilities loans (any such new tranche, an “"Incremental Term Facility”") or a new tranche of revolving loans (an "Incremental Revolving Facility") or a combination thereof; provided that at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default shall exist and the Borrower shall be in compliance with Sections 6.13, 6.14, 6.15 and 6.16, determined on a pro forma basis as if such Incremental Facility had been outstanding on the last day of the most recent fiscal quarter for testing compliance therewith. The Incremental Facilities shall be in an aggregate principal amount not exceeding (in the aggregate) $150,000,000, and each Incremental Facility shall be in an aggregate principal amount not less than $50,000,000. Each Incremental Facility (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) shall not mature earlier than six months after the Tranche B Maturity Date (but may, subject to clause (c) below, have amortization and commitment reductions prior to such date), (c) shall have a weighted average life that is longer than that of the Revolving Credit Commitments, the Tranche A Term Loans and the Tranche B Term Loans, taken as a whole, and (d) for purposes of prepayments, shall be treated substantially the same as (and in any loans made pursuant to event no more favorably than) the Term Loans, in the case of an Incremental Term Facility, “Incremental Term Loans”, and or the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all an Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00Revolving Facility; provided that (i) the terms and conditions applicable to any such request Incremental Facility maturing after the Tranche B Maturity Date may provide for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, material additional or different financial or other covenants applicable only during periods after the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, Tranche B Maturity Date and (ii) the Borrower Incremental Facilities may not submit more be priced differently than four such requests during the term of this AgreementTerm Loans and the Revolving Loans. Each Any such notice shall specify (i) set forth the date (eachrequested amount and terms of the relevant Incremental Facility. The Borrower may arrange for one or more banks or other financial institutions, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, each of which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered reasonably satisfactory to the Administrative Agent and the Borrower (any such bank or other financial institution being called an "Additional Lender"), to extend commitments under the Incremental Facility, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a certificate dated as portion of any such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Facility. Commitments in respect of Incremental CommitmentsFacilities shall become Commitments under this Agreement, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (providedeach Additional Lender shall become a Lender under this Agreement, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25)an amendment (an "Incremental Facility Amendment") to this Agreement and, (2) both before and after giving effect to the Incremental Commitmentsas appropriate, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative AgentDocuments, executed and delivered by the Borrower, each Incremental existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and each of which shall the other Loan Documents as may be recorded necessary or appropriate, in the Register and each opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Lender Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.02 (iv) it being understood that all references to "the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations date of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent such Borrowing" in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.02 shall be deemed to be refer to the effective as date of such Incremental Facility Amendment). The proceeds of the applicable Incremental Revolving Commitment Effective DateFacilities will be used for general corporate purposes, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments including consideration for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22Permitted Acquisitions.

Incremental Facilities. (ai) Provided that no Default For the avoidance of doubt and notwithstanding any provision to the contrary set forth in this Agreement or Event any other Loan Document, this Agreement may be amended (or amended and restated) at any time and from time to time to increase the Aggregate Revolving Commitments or to establish one or more additional separate tranches of Default exists or would result therefrom term loans (each such increase to the Revolving Commitments and/or establishment of a new tranche term loans being referred to herein as an “Incremental Facility,” and all of such increases and establishments being referred to collectively as the “Incremental Facilities”) to be made to the Borrower may by written notice to an agreement in writing entered into by the Borrower, the Administrative Agent prior and each Person (including any Lender) that shall agree to provide any such increase to the Maturity Date request Revolving Commitments or such separate tranches of term loans (but without the consent of any other Lender), and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Revolving Commitment and/or term loan set forth in such agreement; provided, however, that: (A) one or more new tranches without the written consent of the Required Lenders, the aggregate principal amount of increases in the Revolving Commitments and/or separate term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made effected after the First Amendment Effective Date pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”this Section 11.01(b) and/or shall not exceed $50,000,000; (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of any such Incremental Commitment Effective Date Facility and signed by the concurrent retirement of any other Indebtedness of a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that Consolidated Party (1) the Senior Secured Leverage Ratio would not exceed 2.50 to 1.00 and (2) the Loan Parties would otherwise be in compliance with the financial covenants set forth the in Section 8.11, in each case, as of the most recent fiscal quarter end for which the Administrative Agent has received the Required Financial Information; (C) no Default exists on or Event of Default shall exist at the time of the amendment giving effect to any such Incremental Commitment Effective Date before or increase in the Revolving Commitments and/or the making of a separate term loan, as applicable, becomes effective; and (D) no Lender shall be obligated to participate in any such increase by increasing its own commitment hereunder unless such Lender elects to do so in its sole discretion at the time of such increase. The terms applicable to any additional Revolving Commitments shall be the same as those applicable to the Original Revolving Commitments (after giving effect to any amendment in connection with the establishment of such additional Revolving Commitments), except as to (A) any related upfront fees which shall be as agreed between the Borrower and the applicable Lenders providing such additional Revolving Commitments and (B) certain mandatory commitment reductions with respect to the Original Revolving Commitments may be effected on a non-pro rata basis as described in Section 2.06. The terms applicable to any Incremental Facility structured as a separate term loan tranche (after giving effect to any amendment in connection with the establishment of such term loans), including in respect of pricing, amortization and maturity, shall be as agreed to between the Borrower and the Lenders providing such Incremental Commitments Facility (it being understood that general administrative and similar terms not specific to such Incremental Facility shall be as provided in this Agreement); provided, however, that if and to the extent (A) each such Incremental Commitments have been requested for Facility structured as a separate term loan tranche may be provided the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance right to ratable (with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Tranche B Term Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each other Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (ivFacility structured as a separate term loan tranche) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent prepayment in connection with any such transaction. On each voluntary or mandatory prepayment, (B) no more than 20% of the initial principal amount of any Incremental Commitment Effective Date, subject Facility structured as a separate term loan tranche shall amortize (pursuant to schedule amortization) prior to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part Maturity Date of the Revolving Tranche B Term Loan, (C) the final maturity date of any Incremental Facility (and not structured as a separate term loan tranche shall not occur prior to the Maturity Date of the Tranche B Term Loan or the final maturity date of any other then existing Incremental Facility hereunder)structured as a separate term loan tranche and (D) with respect to any Incremental Facility structured as a separate term loan tranche, each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on Applicable Yield of such Incremental Revolving Commitment Effective Date pursuant to this Section shall Facility may not exceed the Applicable Yield of the Tranche B Term Loan or any other then outstanding Incremental Facility structured as a separate term loan tranche by more than 0.50% (it being understood that the Applicable Rate for the Tranche B Term Loan or any such Incremental Facility may be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase increased and/or additional fees may be paid to the Revolving Commitments shall be deemed to be effective as of Lenders holding the applicable Tranche B Term Loan and/or any such Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect Facility to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant extent necessary to this Section 2.22, each Revolving Lender immediately prior to satisfy such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22requirement).

Incremental Facilities. (a) Provided that So long as no Default or Event of Default exists or would result therefrom arise therefrom, the Borrower may by written notice shall have the right, at any time and from time to time after the Administrative Agent prior Closing Date, (i) to the Maturity Date request (A) new term loan commitments under one or more new tranches of term loan credit facilities to be included in this Agreement (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Loan Commitments”), and (ii) and/or to request new commitments under one or more new revolving facilities to be included in this Agreement (B) an increase in Revolving Commitments (any such increased the “Incremental Revolving Commitments”, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans together with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Loan Commitments, the “Incremental Commitments”), in the case of all Incremental Commitmentsprovided, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that that, (i) after giving pro forma effect to any such request for an incurrence or discharge of Indebtedness on the date the applicable Incremental Loan shall be in a minimum amount Commitment Agreement (as defined below) becomes effective and all related transactions as if completed on the first day of $10,000,000 (or, if lessthe twelve month period ending on the most recent Test Date, the remaining portion of Borrower would have been in compliance with Section 8.1(a) on the available Test Date (assuming compliance with Section 8.1(a), as originally in effect 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 date on which such Incremental CommitmentCommitment shall become effective to the Administrative Agent certifying that the Borrower is in compliance with this clause (i)) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during aggregate then outstanding principal amount of the term sum of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the all unutilized Incremental Commitments shall be effective, which shall be a date and Incremental Loans does not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to itexceed $300,000,000. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as loans made in respect of any such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing creating a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22new Tranche.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower The Company may at any time, by written notice to the Agents (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of new credit facilities (the "INCREMENTAL FACILITIES") consisting of a new tranche of term loans (the "INCREMENTAL TERM LOANS") or a new tranche of revolving loans (the "INCREMENTAL REVOLVING LOANS") or a combination thereof; PROVIDED that both at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default shall exist and at the time that any such Incremental Term Loans or Incremental Revolving Loans, as the case may be, are made (and after giving effect thereto) no Default shall exist and the Company shall be in compliance with Sections 6.14 and 6.15, determined on a pro forma basis as if such Incremental Term Loans or Incremental Revolving Loans, as the case may be, had been outstanding on the last day of the most recent fiscal quarter for testing compliance therewith. The Incremental Facilities (i) shall be in an aggregate principal amount not exceeding (in the aggregate) $100,000,000 and shall be effected as Incremental Term Loans or Incremental Revolving Loans (except that not more than $50,000,000 of the Incremental Facilities will be Incremental Revolving Loans), (ii) shall rank PARI PASSU in right of payment and of security with the Revolving Loans and the B Term Loans, (iii) that are effected as Incremental Term Loans shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (iv) below, have amortization and commitment reductions prior to the Maturity Date request such date), (Aiv) one or more new tranches of term loan facilities (any such new tranche, an “that are effected as Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Loans shall not have a weighted average life that is shorter than that of the B Term Loans”, and (v) that are effected as Incremental Revolving Loans shall mature on the commitments Revolving Loan Maturity Date, (vi) shall not accrue interest at a rate or rates in respect excess of the interest rates applicable to the B Term Loans, in the case of Incremental Term Loans, or the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; , in the Additional Revolving Loans with case of the Incremental Term Revolving Loans, collectivelyand (vii) except as set forth above, 81 shall be treated substantially the “Incremental Loans”same as (and in any event no more favorably than) the B Term Loans (in each case, including with respect to mandatory and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”voluntary prepayments), in the case of all Incremental CommitmentsTerm Loans, or the Revolving Loans, in the case of the Incremental Revolving Loans; PROVIDED that (a) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after the Term Loan Maturity Date and (b) subject to clause (vi) above, the Incremental Facilities may be priced differently than the B Term Loans and the Revolving Loans. Such notice shall set forth the requested amount of Incremental Term Loans or Incremental Revolving Loans, as the case may be. In the event that existing Lenders provide commitments in an aggregate amount less than the total amount of the Incremental Term Loans or Incremental Revolving Loans, as the case may be, requested by the Company (but the Company shall not have any obligation to request any Lender to provide any amount of the Incremental Term Loans or Incremental Revolving Loans, as the case may be), the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "ADDITIONAL LENDER") to extend commitments to provide Incremental Term Loans or Incremental Revolving Loans, as the case may be, in an aggregate total principal amount not equal to exceed (1) the sum unsubscribed amount. Commitments in respect of (x) $350,000,000 minus (y) Incremental Term Loans previously incurred or Incremental Revolving Loans, as the case may be, shall become Commitments under this Agreement pursuant to clause an amendment (xan "INCREMENTAL FACILITY AMENDMENT") plus (2) additional amounts so long to this Agreement and, as after giving effect thereto (and assuming appropriate, the Commitments are fully drawn) other Loan Documents, executed by the Maximum Net Leverage Ratio is not greater than 3.00 Company, each Lender agreeing to 1.00; provided that (i) any provide such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (orCommitment, if lessany, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amounteach Additional Lender, if any, and (ii) the Borrower may not submit more than four Agents. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such requests during the term of amendments to this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, Agreement and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct as may be necessary or appropriate, in all material respects on and as the opinion of the Agents, to effect the provisions of this Section. The effectiveness of any Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.01 (iv) it being understood that all references to "the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations date of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent such Borrowing" in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.01 shall be deemed to refer to the effective date of such Incremental Facility Amendment). No Lender shall be effective as of the applicable obligated to provide any Incremental Term Loans or Incremental Revolving Commitment Effective DateLoans, and after as the effectiveness of such Additional Revolving Commitmentscase may be, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22unless it so agrees.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may at any time and from time to time prior to April 30, 2006, by written notice to the Administrative Agent prior (whereupon the Administrative Agent shall promptly deliver a copy to each of the Maturity Date Lenders), request (A) the addition of one or more new tranches credit facilities (the "Incremental Facilities") consisting of a new tranche of term loan facilities loans (any such new tranche, an “"Incremental Term Facility”") or a new tranche of revolving loans (an "Incremental Revolving Facility") or a combination thereof; provided that at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default shall exist and the Borrower shall be in compliance with Sections 6.13, 6.14, 6.15 and 6.16, determined on a pro forma basis as if such Incremental Facility had been outstanding on the last day of the most recent fiscal quarter for testing compliance therewith. The Incremental Facilities shall be in an aggregate principal amount not exceeding (in the aggregate) $150,000,000, and each Incremental Facility shall be in an aggregate principal amount not less than $50,000,000. Each Incremental Facility (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) shall not mature earlier than six months after the Tranche D Maturity Date (but may, subject to clause (c) below, have amortization and commitment reductions prior to such date), (c) shall have a weighted average life that is longer than that of the Revolving Credit Commitments, the Tranche A Term Loans and the Tranche D Term Loans, taken as a whole, and (d) for purposes of prepayments, shall be treated substantially the same as (and in any loans made pursuant to event no more favorably than) the Term Loans, in the case of an Incremental Term Facility, “Incremental Term Loans”, and or the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all an Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00Revolving Facility; provided that (i) the terms and conditions applicable to any such request Incremental Facility maturing after the Tranche D Maturity Date may provide for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, material additional or different financial or other covenants applicable only during periods after the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, Tranche D Maturity Date and (ii) the Borrower Incremental Facilities may not submit more be priced differently than four such requests during the term of this AgreementTerm Loans and the Revolving Loans. Each Any such notice shall specify (i) set forth the date (eachrequested amount and terms of the relevant Incremental Facility. The Borrower may arrange for one or more banks or other financial institutions, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, each of which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered reasonably satisfactory to the Administrative Agent and the Borrower (any such bank or other financial institution being called an "Additional Lender"), to extend commitments under the Incremental Facility, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a certificate dated as portion of any such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Facility. Commitments in respect of Incremental CommitmentsFacilities shall become Commitments under this Agreement, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (providedeach Additional Lender shall become a Lender under this Agreement, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25)an amendment (an "Incremental Facility Amendment") to this Agreement and, (2) both before and after giving effect to the Incremental Commitmentsas appropriate, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative AgentDocuments, executed and delivered by the Borrower, each Incremental existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and each of which shall the other Loan Documents as may be recorded necessary or appropriate, in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations opinion of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective DateAgent, subject to effect the terms and conditions set forth in provisions of this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the The effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.Incremental

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower may by written Upon notice to the Administrative Agent prior (which shall promptly notify the Lenders) and subject to the Maturity Date request terms and conditions of this Section 2.22, at any time after the Second Restatement Effective Date, the Borrower may solicit the existing Lenders or prospective lenders determined by the Borrower to provide (Ax) increases in the commitments to the Revolving Credit Facility or to an Incremental Revolving Facility (such increases, “Incremental Revolving Commitments”) and/or up to two new tranches of revolving credit facilities (each, an “Incremental Revolving Facility”) and/or (y) incremental commitments consisting of one or more new tranches of term loan facilities loans (any such new trancheeach, an “Incremental Term Facility”, ” and together with any loans made pursuant to an Incremental Term Revolving Commitments and any Incremental Revolving Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term CommitmentsFacilities”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (1) (x) $350,000,000 minus 1,000,000,000 or, if greater, (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts any amount so long as after giving effect thereto (and assuming such amount at such time could be incurred without causing the Commitments are fully drawn) the Maximum pro forma First Lien Net Leverage Ratio is not greater than 3.00 to 1.00; provided that exceed 2.00:1.00 (i) any such request for an Incremental Loan shall be in calculated on a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 basis as of the last day of the most recently ended fiscal quarter after ending immediately preceding the date of the incurrence of such Indebtedness for which the relevant financial information has been delivered to the Lenders pursuant to Section 5.01(a) or (b), as applicable, giving effect to the incurrence of such Incremental Commitments, calculated assuming as if it had been made on the Incremental Commitments are fully drawn (provided, however, that if and to first day of the extent four consecutive fiscal quarter period ending on the last day of such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agentfiscal quarter, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except assuming for purposes of this Section 2.22(a), calculation that the full committed amount of any Additional Incremental Revolving Commitments that are designated as an increase to the Facility or any Incremental Revolving Commitments shall be deemed treated as outstanding for such purpose and cash proceeds of any such Incremental Facilities shall not be netted from Indebtedness for purposes of calculating compliance with such First Lien Net Leverage Ratio (provided that to the extent the proceeds of any such Incremental Facility are to be effective as used to repay Indebtedness, it shall not limit the Borrower’s ability to give pro forma effect to such repayment of Indebtedness) and giving effect to all other appropriate pro forma adjustments, provided that amounts drawn under the applicable Incremental Revolving Commitment Effective Date, and after Credit Facility concurrently with the effectiveness of such Additional Revolving Commitments, Revolving Commitments Incremental Facilities shall not be deemed outstanding for all purposes of this Agreement. On such calculation) plus (2) the amount of all voluntary prepayment of term loans and permanent reduction of revolving commitments, in each case under the Senior Credit Facilities (other than with proceeds of long-term debt) (such sum, the “Available Incremental Commitment Effective DateAmount”), all outstanding Revolving Loans shall be reallocated among on terms agreed by the Revolving Lenders Borrower and the lender(s) providing the respective Incremental Facility (including any Additional Lenders) such that, after giving effect subject to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share following clauses of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22).

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may on one or more occasions, by written notice to the Administrative Agent prior to the Maturity Date Agent, request (Ai) one or more new tranches increases in the amount of term loan facilities the Revolving Commitments of any Class (any each such new trancheincrease, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term CommitmentsRevolving Commitment Increase”) and/or (Bii) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any establishment of Incremental Term Commitments, provided that the “Incremental Commitments”), in the case aggregate amount of all the Incremental Commitments, in an aggregate total principal amount Revolving Commitment Increases and Incremental Term Commitments to be established hereunder on any date shall not to exceed (1) the sum of (xA) $350,000,000 minus (y) the Incremental Loans previously incurred pursuant to clause (x) Base Amount as of such date plus (2A) assuming that the full amount of such Incremental Revolving Commitment Increases and/or such Incremental Term Commitments have been funded as Loans on such date, an additional amounts so long as aggregate amount, such that, after giving pro forma effect thereto (to the establishment of any Incremental Revolving Commitment Increases and/or Incremental Term Commitments and assuming the Commitments are fully drawn) use of proceeds thereof, the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan Borrower shall be in a minimum amount pro forma compliance, recomputed as of $10,000,000 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, if lessprior to the delivery of any such financial statements, the remaining portion last day of the available Incremental Commitment) and integral multiples last fiscal quarter included in the Latest Financial Statements), with a First Lien Secured Leverage Ratio that is no greater than 3.25:1.00; provided further that solely for the purpose of calculating the First Lien Secured Leverage Ratio under this clause (B), the Consolidated First Lien Debt Cash Netting Amount shall be capped at $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement100,000,000. Each such notice shall specify (i1) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment Increases or the Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii2) the identity amount of each Lender the Incremental Revolving Commitment Increase or other Person Incremental Term Commitments, as applicable, being requested (it being agreed that is an Eligible Assignee (each, an “Incremental Lender”x) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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 Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment Increase or Incremental Term Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (iy) the Borrower shall pay all reasonable 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 documented out-of-pocket expenses (including z) any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) Person that the 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 and, if any consent of the Incremental Lenders and the Administrative AgentAgent would be required for an assignment of Loans or Commitment to such Lender, (ii) the Borrower shall have delivered must be reasonably acceptable to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of fundingand, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event case of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the any proposed Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall Increase, if any consent of each Issuing Bank would be required for an assignment of Revolving Loans or a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder)to such Lender, each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(aIssuing Bank), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. (a) Provided that no Default At any time or Event of Default exists or would result therefrom from time to time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request (A) prior to the Maturity Date request of the Revolving Credit Facility, (AI) one or more increases to the existing Revolving Credit Commitments and/or (II) the establishment of one or more new tranches of term loan facilities revolving credit commitments (any such increase or new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loanscommitment, the “Incremental Term New Revolving Credit Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; prior to the Additional Revolving Loans with Maturity Date of the Incremental Term Loans, collectivelyB Loan Facility, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, establishment of one or more new term loan commitments (the “Incremental New Term Commitments”), in the case of all Incremental Commitments, . Each New Revolving Credit Commitment and New Term Commitment shall be in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio that is not greater less than 3.00 to 1.00; provided that $5,000,000 individually (i) any or such request for an Incremental Loan lesser amount which shall be approved by Administrative Agent or such lesser amount if such amount represents all remaining availability under the limit set forth in a minimum amount of $10,000,000 (orthe next sentence), if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such that amount. Notwithstanding anything to the contrary herein, (i) the aggregate amount of the New Revolving Credit Commitments shall not exceed $150,000,000 and (ii) subject to the Borrower may preceding clause (i), the aggregate amount of the New Revolving Credit Commitments and New Term Commitments shall not submit more exceed $350,000,000 plus an additional amount of New Revolving Credit Commitments and New Term Commitments so long as (x) in the case of New Revolving Credit Commitments and New Term Commitments that are secured equally and ratably with the Facilities, the First Lien Senior Secured Leverage Ratio shall be no greater than four 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such requests during New Revolving Credit Commitments or New Term Loans and (y) in the term case of New Revolving Credit Commitments and New Term Commitments that are secured by a lien that is junior to the liens securing the Facilities, the Senior Secured Leverage Ratio shall be no greater than 4.0 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and, in each case, with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment and any New Revolving Credit Commitments previously made pursuant to this AgreementSection 2.14). Each such notice shall specify (iA) the date (each, an “Incremental Commitment Effective Increased Amount Date”) on which the Borrower proposes that the Incremental New Revolving Credit Commitments or New Term Commitments, as applicable, shall be effective, which shall be a date not less than 15 5 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (or such shorter period as shall be reasonably acceptable to the Administrative Agent and (iiB) the identity of each Lender or other Person that is an Eligible Assignee (each, an a “Incremental New Revolving Credit Lender”” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.proposes

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may at any time and from time to time prior to the date that is three years after the Restatement Effective Date, by written notice to the Administrative Agent prior (whereupon the Administrative Agent shall promptly deliver a copy to each of the Maturity Date Lenders), request (A) the addition of one or more new tranches credit facilities (the "Incremental Facilities") consisting of a new tranche of term loan facilities loans (any such new tranche, an “"Incremental Term Facility”") or a new tranche of revolving loans (an "Incremental Revolving Facility") or a combination thereof; provided that at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default shall exist and the Borrower shall be in compliance with Sections 6.13, 6.14, 6.15 and 6.16, determined on a pro forma basis as if such Incremental Facility had been outstanding on the last day of the most recent fiscal quarter for testing compliance therewith. The Incremental Facilities shall be in an aggregate principal amount not exceeding (in the aggregate) $150,000,000, and each Incremental Facility shall be in an aggregate principal amount not less than $50,000,000. Each Incremental Facility (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) shall not mature earlier than six months after the Tranche C Maturity Date (but may, subject to clause (c) below, have amortization and commitment reductions prior to such date), (c) shall have a weighted average life that is longer than that of the Revolving Credit Commitments, the Tranche A Term Loans and the Tranche C Term Loans, taken as a whole, and (d) for purposes of prepayments, shall be treated substantially the same as (and in any loans made pursuant to event no more favorably than) the Term Loans, in the case of an Incremental Term Facility, “Incremental Term Loans”, and or the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all an Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00Revolving Facility; provided that (i) the terms and conditions applicable to any such request Incremental Facility maturing after the Tranche C Maturity Date may provide for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, material additional or different financial or other covenants applicable only during periods after the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, Tranche C Maturity Date and (ii) the Borrower Incremental Facilities may not submit more be priced differently than four such requests during the term of this AgreementTerm Loans and the Revolving Loans. Each Any such notice shall specify (i) set forth the date (eachrequested amount and terms of the relevant Incremental Facility. The Borrower may arrange for one or more banks or other financial institutions, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, each of which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered reasonably satisfactory to the Administrative Agent and the Borrower (any such bank or other financial institution being called an "Additional Lender"), to extend commitments under the Incremental Facility, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a certificate dated as portion of any such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Facility. Commitments in respect of Incremental CommitmentsFacilities shall become Commitments under this Agreement, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (providedeach Additional Lender shall become a Lender under this Agreement, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25)an amendment (an "Incremental Facility Amendment") to this Agreement and, (2) both before and after giving effect to the Incremental Commitmentsas appropriate, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative AgentDocuments, executed and delivered by the Borrower, each Incremental existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and each of which shall the other Loan Documents as may be recorded necessary or appropriate, in the Register and each opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Lender Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.02 (iv) it being understood that all references to "the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations date of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent such Borrowing" in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.02 shall be deemed to be refer to the effective as date of such Incremental Facility Amendment). The proceeds of the applicable Incremental Revolving Commitment Effective DateFacilities will be used for general corporate purposes, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments including consideration for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22Permitted Acquisitions.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower may by written Upon notice to the Administrative Agent prior (which shall promptly notify the Lenders), the Borrower may from time to the Maturity Date request (A) time add one or more new tranches of term loan facilities (any such new tranche, each an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term CommitmentsLoan”) and/or (B) or request an increase in Revolving the Aggregate Commitments (any such increased which increase may take the form of an increase to the Revolving Commitments, Credit Facility or to the Term Facility) (each an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving LoansIncremental Increase”; the Additional Revolving Loans together with the Incremental Term Loans, collectivelyand each, the an “Incremental LoansFacility”) by an amount not exceeding the sum of (A) the greater of (i) $250,000,000 and (ii) an amount equal to the Consolidated EBITDA of the Borrower and its consolidated Subsidiaries calculated on a Pro Forma Basis for the applicable Reference Period, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”)plus (B) an unlimited amount so long as, in the case of all Incremental Commitmentsthis clause (B), in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus in the case of Indebtedness secured on a pari passu basis with the Term Loans, the Consolidated Senior Secured Net Leverage Ratio of the Borrower and its Subsidiaries as of the last day of the applicable Reference Period, on a pro forma basis, does not exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio, and (y) in the case of Indebtedness secured on a junior lien or unsecured basis, the Consolidated Total Leverage Ratio of the Borrower and its Subsidiaries as of the last day of the applicable Reference Period, on a pro forma basis does not exceed the Consolidated Total Leverage Incurrence Ratio; provided, that Incremental Loans previously Facilities may be incurred pursuant to under both clauses (A) and (B) in a single transaction by first calculating the portion of the Indebtedness being incurred under clause (xB) plus (2) additional amounts so long as after without giving effect thereto to the Indebtedness being incurred under clause (A)) and assuming second calculating the Commitments are fully drawn) portion of the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00Indebtedness being incurred under clause (A); provided provided, further, that (i) any such request for an Incremental Loan Facility shall be in a minimum amount of $10,000,000 (or25,000,000, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may make a maximum of five such requests, (iii) no Incremental Term Loan shall mature earlier than the Maturity Date or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility, (iv) each Incremental Term Loan shall rank pari passu or junior in right of payment, prepayment and/or voting with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loans), (v) any Incremental Term Loan secured on a junior lien basis to the Term Facility shall be subject to customary second lien, prepayment, standstill and other provisions reasonably acceptable to the Administrative Agent and the Borrower), (vi) other than as expressly provided in this Section 2.16, any Incremental Term Loan shall be on terms and conditions substantially identical to, or (taken as a whole) not submit materially more favorable (as reasonably determined by the Borrower) to the lenders providing such Incremental Term Loan than four those applicable to the Term Facility (except for covenants or other provisions applicable only to periods after the Maturity Date, closing date conditions, fees, interest rate and other economic terms) and (vii) any Incremental Increase of the Revolving Credit Facility or the Term Facility shall be on terms identical to and pursuant to the documentation applicable to the Revolving Credit Facility or the Term Facility, as applicable (other than with respect to closing date conditions, fees for such requests during the term of Incremental Increase and other terms meant to implement such Incremental Increase). Incremental Facilities may be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) Section 2.16 and otherwise on which terms reasonably acceptable to the Borrower proposes and the Administrative Agent; provided that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Commitments shall be effectiveFacility. At the time of sending the notice referred to in the foregoing sentence, which shall be a date not less than 15 Business Days the Borrower (or such other date as agreed by in consultation with the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount time period within which any Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered notice to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25Appropriate Lenders), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.,

Incremental Facilities. Borrower may (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower may by written notice from Borrower to the Revolving Facility Administrative Agent Agent, elect to request prior to the Maturity Date request (A) one or more new tranches of term loan facilities Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loansincrease, the “Incremental Term New Revolving Loan Commitments”) and/or (Bb) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; by written notice from Borrower to the Additional Revolving Loans with Term Administrative Agent elect to request prior to the Incremental Term Loans, collectivelyMaturity Date, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, establishment of one or more new term loan commitments (the “Incremental New Term Loan Commitments”), in an aggregate principal amount of (i) the case of all Incremental New Term Loan Commitments and the New Revolving Loan Commitments, in an (ii) the aggregate total principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not to exceed in excess of (1A) the sum aggregate principal amount of (x) $350,000,000 minus New Term Loan Commitments incurred pursuant to the First Joinder Agreement and (y) Incremental Loans previously New Term Loan Commitments and the New Revolving Loan Commitments incurred on the Amendment and Restatement Date pursuant to the Amendment Agreement, plus (B) $100,000,000 in the aggregate pursuant to this clause (xB) prior to date of determination plus (2C) additional amounts at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum First Lien Net Leverage Ratio is not greater no more than 3.00 4.50:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to 1.00; provided that (i) any such request incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for an purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a minimum principal amount of that is not less than $10,000,000 5,000,000 (oror such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such that amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Increased Amount Date”) on which the Borrower proposes that the Incremental New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 15 10 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent, and (ii) the identity of each . Borrower may invite any Lender or other Person that is an Eligible Assignee (each, an a “Incremental New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocationsprovide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that, that any Lender approached to provide all or a portion of the Incremental New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental a New Revolving Loan Commitment or a New Term Loan Commitment. Each Lender shall notify the Administrative Agent within the required time period whether Such New Revolving Loan Commitments or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental New Term Loan Commitments shall become effective as of such Incremental Commitment Effective Increased Amount Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists or Event of Default shall exist on such Incremental Commitment Effective Increased Amount Date before or after giving effect to such Incremental New Revolving Loan Commitments (providedor New Term Loan Commitments, however, as applicable; provided that if and to in the extent such Incremental case of New Revolving Loan Commitments have been requested for or New Term Loan Commitments the purpose of fundingwhich is to finance a Permitted Acquisition or other similar Investment, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an no Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the Incremental Commitmentsmaking of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date required under this clause (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date2) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined limited only to representations set forth in accordance with Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the time elected for determining compliance therewith pursuant Section 2.25)New Revolving Loan Lenders or New Term Loan Lenders, and as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental New Revolving Loan Commitments or New Term Loan Commitments, calculated assuming the Incremental Commitments are fully drawn (providedas applicable, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, Joinder Agreements executed and delivered by the Borrower, each Incremental the New Revolving Loan Lender or New Term Loan Lender, as applicable, and the applicable Administrative Agent, and each of which shall be recorded in the Register and each Incremental New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.17(g2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (iv5) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment Any New Term Loans made on an Increased Amount Date shall be a Revolving Commitment and part of the Revolving Facility (and not designated a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, series (a Revolving Lender, and the Revolving “Series”) of New Term Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Section 2.22(a)Agreement including, without limitation, the financing of any Additional Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments that are designated as an increase to the Revolving and New Term Loan Commitments shall be deemed not used to be effective as prepay any Subordinated Debt. Each of the applicable Incremental Revolving Commitment Effective Dateparties hereto hereby agrees that, unless any New Term Loans constitutes a separate Class of Loans hereunder, Term Administrative Agent may take any and after the effectiveness of all action as may be reasonably necessary to ensure that all such Additional Revolving CommitmentsNew Term Loans, Revolving Commitments when originally made, are Term Loans for all purposes under the Credit Documents and are included in each borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished at the discretion of Term Administrative Agent by allocating a portion of each such New Term Loans to each outstanding Eurodollar Rate Loan of the same Class on a pro rata basis, even though as a result thereof such New Term Loans may effectively have a shorter Interest Period than the Term Loans included in the borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). If any such New Term Loan is to be allocated to an existing Interest Period for a Eurodollar Rate Loan, then the interest rate 104 thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Joinder Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the Incremental Commitment Effective Datesatisfaction of the foregoing terms and conditions, all outstanding Revolving Loans shall be reallocated among (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (including any Additional Lenders) 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 the Additional all such assignments and purchases, such Revolving Commitments, each Loans will be held by existing Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Lenders and New Revolving Loans. In addition, upon each increase Loan Lenders ratably in the accordance with their Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each such New Revolving Loan Commitment shall be deemed assignment for all purposes a Revolving Commitment and assumption of participations, each Loan made thereunder (a “New Revolving Lender (including each Additional LenderLoan”) shall hold its pro rata Share be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) participations hereunder each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in Letters an amount equal to its New Term Loan Commitment of Creditsuch Series, and (ii) participations each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in Swing Line respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New 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 the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term 105 Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent and to effect 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 provision of this Section 2.222.24.

Incremental Facilities. (a) Provided The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or one or more additional revolving facilities or an increase in the amount of the Revolving Credit Facility (each such additional facility or increase being an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”), provided that (i) at the time and after the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default exists or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request shall have occurred and be continuing (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”)or, in the case of all event such Incremental CommitmentsFacility is incurred in connection with a Permitted Acquisition or Investment permitted hereunder, in an aggregate total principal amount not to exceed (1) no Default or Event of Default shall have occurred and be continuing at the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant time a commitment to clause (x) plus consummate such Permitted Acquisition or Investment is signed and (2) additional amounts so long as after giving effect thereto no Default or Event of Default under Section 6.01(a) or (f) shall have occurred and assuming be continuing at the Commitments are fully drawn) the Maximum Net Leverage Ratio time such Permitted Acquisition or Investment is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amountconsummated), and (ii) the Borrower may aggregate principal amount of the Incremental Facilities shall not submit more than four exceed the greater of (x) (A) $750,000,000 less (B) the aggregate principal amount of Incremental Facilities and Incremental Equivalent Debt incurred or issued in reliance on clause (x)(A) above plus (y) an unlimited amount if, after giving effect thereto (assuming on the effective date thereof (1) the funding in full of an Incremental Revolving Facility and (2) the proceeds from the funding of such requests during Incremental Facility shall not be netted against the term applicable amount of Consolidated Total Debt for purposes of the calculation of the First Lien Net Leverage Ratio set forth in this Agreementparagraph below), the First Lien Net Leverage Ratio determined on a pro forma basis would not exceed 1.50:1.00 (the sum of the amounts specified in this clause (ii) (less the aggregate principal amount of any Incremental Facility that has become effective on or prior to the date of determination) the “Available Incremental Amount”). Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments Facility shall be effective, which shall be a date in an aggregate principal amount that is not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested $50,000,000 unless approved by the Administrative Agent in connection with any (provided that such transaction. On each Incremental Commitment Effective Date, subject to amount may be less than $50,000,000 if such amount represents all remaining availability under the terms and conditions limit set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunderpreceding sentence), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. (a) Provided that no Default At any time or Event of Default exists or would result therefrom from time to time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request (A) prior to the Maturity Date request of the Revolving Credit Facility, (AI) one or more increases to the existing Revolving Credit Commitments and/or (II) the establishment of one or more new tranches of term loan facilities revolving credit commitments (any such increase or new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loanscommitment, the “Incremental Term New Revolving Credit Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; prior to the Additional Revolving Loans with Maturity Date of the Incremental Term Loans, collectivelyB Loan Facility, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, establishment of one or more new term loan commitments (the “Incremental New Term Commitments”), in the case of all Incremental Commitments, . Each New Revolving Credit Commitment and New Term Commitment shall be in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio that is not greater less than 3.00 to 1.00; provided that $5,000,000 individually (i) any or such request for an Incremental Loan lesser amount which shall be approved by Administrative Agent or such lesser amount if such amount represents all remaining availability under the limit set forth in a minimum amount of $10,000,000 (orthe next sentence), if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such that amount. Notwithstanding anything to the contrary herein, (i) the aggregate amount of the New Revolving Credit Commitments shall not exceed $150,000,000 and (ii) subject to the Borrower may preceding clause (i), the aggregate amount of the New Revolving Credit Commitments and New Term Commitments shall not submit more exceed $350,000,000 plus an additional amount of New Revolving Credit Commitments and New Term Commitments so long as (x) in the case of New Revolving Credit Commitments and New Term Commitments that are secured equally and ratably with the Facilities, the First Lien Senior Secured Leverage Ratio shall be no greater than four 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such requests during New Revolving Credit Commitments or New Term Loans and (y) in the term case of New Revolving Credit Commitments and New Term Commitments that are secured by a lien that is junior to the liens securing the Facilities, the Senior Secured Leverage Ratio shall be no greater than 4.0 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and, in each case, with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment and any New Revolving Credit Commitments previously made pursuant to this AgreementSection 2.14). Each such notice shall specify (iA) the date (each, an “Incremental Commitment Effective Increased Amount Date”) on which the Borrower proposes that the Incremental New Revolving Credit Commitments or New Term Commitments, as applicable, shall be effective, which shall be a date not less than 15 5 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (or such shorter period as shall be reasonably acceptable to the Administrative Agent and (iiB) the identity of each Lender or other Person that is an Eligible Assignee (each, an a “Incremental New Revolving Credit Lender”” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental New Revolving Credit Commitments or New Term Commitments, as applicable, be allocated and the amounts of such allocations; provided that, that (x) any Lender approached to provide all or a portion of the Incremental New Revolving Credit Commitments or New Term Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether a New Revolving Credit Commitment or not a New Term Commitment (it agrees being understood that there is no obligation to approach any existing Lenders to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental New Revolving Credit Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.New Term

Incremental Facilities. (a) Provided that no Default The Borrowers may from time to time on or Event of Default exists after the Spin-Off Date elect to increase the Revolving Commitments or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request any Extended Revolving Commitments (A“Increased Commitments”) or obtain one or more new tranches of (or increase any existing tranche of) term loan facilities loans denominated in Dollars (any such new trancheeach, an “Incremental Term FacilityLoan”), any loans made pursuant to in each case in an Incremental Term Facilityaggregate principal amount of not less than (x) $10,000,000, “Incremental Term Loans”in the case of Increased Commitments, and (y) $20,000,000 (or such lesser amount as the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”Administrative Agent may reasonably agree), in the case of all Incremental CommitmentsTerm Loans, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as as, after giving effect thereto thereto, the aggregate amount of all such Increased Commitments and Incremental Term Loans (other than Refinancing Term Loans and assuming Refinancing Revolving Commitments) does not exceed (i) $300,000,000 plus (ii) an additional amount that would not cause the Commitments are fully drawn) the Maximum Senior Secured Net Leverage Ratio is not greater than 3.00 to 1.00; provided that on a Pro Forma Basis (i) any such request for an Incremental Loan shall be in a minimum amount the avoidance of $10,000,000 (ordoubt, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Increased Commitments or Incremental Commitments Term Loans (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25immediately following provisos), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter at the end of which Financials were required to have been delivered pursuant to Section 5.01(a) or (b) to exceed 2.25 to 1.00; provided that, (x) with respect to any Increased Commitments, the maximum amount of Revolving Loans available to be drawn under such Increased Commitments shall be assumed to have been borrowed and (y) in each case, without giving effect to any incurrence under clause (i) above that is incurred substantially simultaneously with amounts under this clause (ii) less (iii) the aggregate principal amount of Incremental Equivalent Indebtedness previously incurred by the Borrowers and their Restricted Subsidiaries. The Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, a “New Lender”), to increase their existing Revolving Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, or extend Revolving Commitments or Extended Revolving Commitments, as the case may be; provided that each New Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be subject to the approval of the U.S. 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 and Swingline Lender (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 applicable Borrower(s), to effect the provisions of this Section 2.19. Increases of Revolving Commitments and Extended Revolving Commitment and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the applicable Borrower(s), the Administrative Agent and the relevant Increasing Lenders or New Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments or Extended Revolving Commitments or Incremental Term Loans shall be permitted under this paragraph 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 4.04 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the applicable Borrower(s); provided, that to the extent agreed to by the Lenders providing such Increased Commitments or Incremental Term Loans, as applicable, and the proceeds of such Increased Commitments or Incremental Term Loans, as the case may be, are used to finance a Permitted Acquisition or similar Investment, with respect to the condition set forth in Section 4.04(a), only the Specified Representations shall be required to be true and correct, and the condition set forth in Section 4.04(b) shall be limited to an Event of Default under clauses (a), (b), (h) or (i) of Article VII and (ii) other than in the case of Refinancing Term Loans or Refinancing Revolving Commitments, the U.S. 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 fiscal quarter of the U.S. Borrower for which Financials have been delivered prior to such time. On the effective date of any increase in 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 Incremental Commitments, calculated assuming increase and the Incremental Commitments are fully drawn (provided, however, that if and use of such amounts to the extent make payments to such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrowerother Lenders, each Incremental Lender and Lender’s portion of the Administrative Agent, and each outstanding Loans of which shall be recorded in the Register and each Incremental Lender shall be subject applicable Lenders of such class to the requirements set forth in Section 2.17(g)equal its Applicable Percentage of such outstanding Loans, and (ivii) if, on the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and date of such increase, there are any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Class outstanding, such Revolving Commitment Effective Date, and after Loans shall on or prior to the effectiveness of such Additional Revolving Commitments, Revolving Increased Commitments for all purposes be prepaid to the extent necessary from the proceeds of this Agreement. On the Incremental Commitment Effective Date, all outstanding additional Revolving Loans shall be reallocated among made hereunder by the Revolving Increasing Lenders (including any Additional and New Lenders) such , so that, after giving effect to the Additional Revolving 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 a Revolving Lender (including each Additional Commitment of such Class is equal to such Lender) shall hold its ’s pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.22, each 2.19) of all then outstanding Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion Loans of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line LoansClass. 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 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 Eurocurrency Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the Additional Credit Extension Amendment providing for such Incremental Term Loans; provided that (i) the Weighted Average Life to Maturity of any Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans (without giving effect to any prepayments), (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Term B Loan Maturity Date, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the applicable Term Loans in any mandatory prepayment hereunder (except in the case of incurrence of Refinancing Indebtedness in respect thereof), (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that, in the case of Incremental Term Loans that are secured pari passu in right of payment and with respect to security with any then existing Term B Loans, the “yield” will not be more than 0.50% higher than the corresponding “yield” applicable to any existing Term B Loans unless the “yield” with respect to the applicable Term B Loans is adjusted to be equal to the “yield” with respect to the relevant Incremental Term Loans, minus 0.50%; provided, further, that in determining the applicable “yield” under this Section 2.22clause (iv): (w) the interest rate margin and any original issue discount (“OID”) or upfront fees paid by the applicable Borrowers in connection with the Term B Loans or Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to or changes in the Applicable Rate with respect to the Term B Loans that became effective subsequent to the Delayed Draw Funding Date but prior to the time of (or concurrently with) the addition of such Incremental Term Loans shall be included, (y) prepayment premiums, customary arrangement, customary commitment, ticking, structuring and customary underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Term B Loans or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Incremental Term Loans and any similar fees not paid generally to all Lenders shall be excluded and (z) if such Incremental Term Loans include any interest rate floor greater than that which is applicable to the Term B Loans, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the “yield” applicable to the Term B Loans shall be required, but only to the extent an increase in the interest rate floor applicable to 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 interest rate margin) applicable to the Term B Loans shall be increased to the extent of such differential between interest rate floors, and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (v) above) to the extent not identical to the terms of the then outstanding Term A Loans or Term B Loans, as the case may be, shall be reasonably satisfactory to the Administrative Agent. The terms of any Increased Commitments shall be the same as those of the Revolving Commitments or Extended Revolving Commitments, as applicable; provided that Refinancing Revolving Commitments may have a later maturity date than, and pricing and fees different from, those applicable to the Revolving Commitments and Extended Revolving Commitments. For the avoidance of doubt, no Lender shall have any obligation to provide any Increased Commitment or Incremental Term Loan.

Incremental Facilities. (a) Provided The Borrower may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) one or more additional tranches of deposit l/c loans (the “Incremental Deposit L/C Loans”), (iii) one or more increases in the amount of the Revolving Credit Commitments; provided that on or after the 2011 Revolving Credit Commitment Extension Effective Date, increases shall be of the 2016 Revolving Credit Commitments or any other Extended Revolving Credit Commitment (each such increase, an “Incremental Revolving Commitment Increase”) or (iv) one or more incremental commodity cash collateral posting facilities (each, an “Incremental Posting Facility”); provided that (A) both at the time of any such request and after giving effect to the effectiveness of any Incremental Amendment referred to #4812-2844-92899582-0297 below, no Default or Event of Default exists or would result therefrom shall exist and at the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request (A) one or more new tranches of term loan facilities (time that any such new tranche, an “Incremental Term Facility”Loan, any loans Incremental Deposit L/C Loan, Incremental Revolving Commitment Increase or Incremental Posting Facility is made pursuant to an Incremental Term Facility, “Incremental Term Loans”, or effected (and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (thereto), no Default or Event of Default shall exist and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan conditions in Section 7.1 shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, satisfied and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (iB) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, be in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance compliance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants covenant set forth in Section 6.1 10.9 determined on a Pro Forma Basis as of the date of the making of such Incremental Term Loan, Incremental Deposit L/C Loans, Incremental Revolving Commitment Increase or the entering into such Incremental Posting Facility, as the case may be, and as of the last day of the most recently ended fiscal quarter after giving effect to recent Test Period, in each case as if such Incremental CommitmentsTerm Loans, calculated assuming the Incremental Commitments are fully drawn (providedDeposit L/C Loans, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Credit Commitment shall beIncrease or Incremental Posting Facility, and have all as applicable, had been outstanding on the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness last day of such Additional Revolving Commitments, Revolving Commitments Test Period for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22testing compliance therewith.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may by written notice to the Administrative Agent elect to request (i) prior to the Maturity Date request (A) of the Revolving Credit Facility and prior to any Increased Amount Date with respect to the Revolving Credit Facility, to replace the Revolving Credit Facility with one or more new tranches revolving credit commitments (the “Replacement Revolving Credit Commitments”), (ii) prior to the Maturity Date of term loan facilities the applicable Revolving Credit Facility, one or more increases to the Revolving Credit Commitments (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments increase in respect of the Incremental Term Loanscommitments, the “Incremental Term Revolving Credit Commitments”) and/or (Biii) an increase in Revolving Commitments prior to the Maturity Date of the Term B Loan Facility, the establishment of one or more new term loan commitments (any such increased Revolving the “New Term Commitments” and, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans together with the Incremental Term Loans, collectively, the “Incremental Loans”, Replacement Revolving Credit Commitments and the Additional Incremental Revolving Commitments, collectively with any Incremental Term Credit Commitments, the “Incremental Commitments”)) which may be of the same Class as existing Term Loans or a separate Class of new term loans; provided that, (x) the aggregate principal amount of all Replacement Revolving Credit Commitments shall not exceed $175,000,000, (y) (A) the aggregate principal amount of all such Incremental Revolving Credit Commitments and New Term Commitments shall not exceed $125,000,000, plus (B) after the full utilization of the amounts available under clause (A) above, an additional amount of Incremental Revolving Credit Commitments and/or New Term Commitments so long as in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to this clause (x) plus B), the Senior Secured Leverage Ratio shall not exceed 3.50:1.00 as of the end of the Test Period most recently ended, both before and after giving Pro Forma Effect to such Incremental Revolving Credit Commitments or New Term Loans (2) additional amounts so long as assuming a borrowing of the maximum amount of Loans available under the Revolving Credit Commitments and any Incremental Revolving Credit Commitments after giving effect thereto to such Incremental Revolving Credit Commitment and any Incremental Revolving Credit Commitments previously made pursuant to this Section 2.14 and excluding, for purposes of determining Consolidated Senior Secured Debt, the cash proceeds from the borrowing of the proposed Incremental Revolving Credit Commitments or New Term Loans) and (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (iz) any such request shall be for an aggregate principal amount of Incremental Loan Commitments that is not less than $5,000,000 (or such lesser amount which shall be in a minimum approved by Administrative Agent or such lesser amount that shall constitute the difference between the maximum aggregate principal amount of $10,000,000 (or, if less, the remaining portion of the available Incremental CommitmentCommitments indicated above and all such Incremental Commitments obtained prior to such date) and integral multiples of $1,000,000 5,000,000 in excess of such that amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Increased Amount Date”) on which the Borrower proposes that the applicable Incremental Commitments shall be effective, which shall be a date not less than 15 fifteen (15) Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the Administrative Agent, ) and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an a “Incremental New Revolving Credit Lender” or “New Term Lender”, as applicable) to whom the Borrower proposes any portion of such Replacement Revolving Credit Commitments, Incremental Revolving Credit Commitments or New Term Commitments, as applicable, be allocated and the amounts of such allocations; provided that, any that the Borrower shall first approach each existing Lender approached to provide all or a portion of the any Incremental Commitments Commitment, which Lender may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether all or not it agrees to provide any portion of the applicable such requested Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its CommitmentsCommitment. Such Incremental Commitments shall become effective effective, as of such Incremental Commitment Effective Increased Amount Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists or Event of Default shall have occurred and be continuing on such Incremental Commitment Effective Increased Amount Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), Commitments; (2) both before and after giving effect to the making of any New Term Loans or effectiveness of any Replacement Revolving Credit Commitments or Incremental Revolving Credit Commitments, the representations and warranties each of the Loan Parties contained herein and conditions set forth in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct Section 4.02 shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and satisfied; (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Replacement Revolving Credit Commitments, calculated assuming the Incremental Revolving Credit Commitments are fully drawn (providedor New Term Commitments, howeveras applicable, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, Joinder Agreements executed and delivered by the Borrower, each Incremental the New Revolving Credit Lender or New Term Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register Register, and each Incremental New Revolving Credit Lender and New Term Lender shall be subject to the requirements set forth in Section 2.17(g)10.15; (4) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the Incremental Commitments, if applicable; and (iv5) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any customary legal opinions, reaffirmations of security, reaffirmations of guarantees opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. The Borrowers and any one or more Lenders (aincluding New Lenders as defined below) Provided may from time to time agree that no Default such Lenders shall make, obtain or Event increase the amount of Default exists their Incremental Term Loans or would result therefrom the Borrower may Incremental Revolving Commitments, as applicable, by written notice executing and delivering to the Administrative Agent prior to an Increased Facility Activation Notice specifying (i) the Maturity Date request (A) one or more new tranches amount of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, increase and the commitments Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date and (iii) in respect the case of the Incremental Term Loans, (x) the “applicable Incremental Term Commitments”Maturity Date, (y) and/or (B) an increase in Revolving Commitments (any the amortization schedule for such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, and (z) the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Applicable Margin for such Incremental Term Commitments, the “Incremental Commitments”)Loans which, in the case cases of all each of the foregoing clauses (x), (y) and (z) shall comply with Section 2.15(d) below. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of borrowings of Incremental CommitmentsTerm Loans and Incremental Revolving Commitments obtained after the Second Restatement Date pursuant to this paragraph shall not exceed $30,000,000 and the aggregate Incremental Revolving Commitment shall not exceed $7,500,000 and (ii) without the consent of the Administrative Agent, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred each increase effected pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan this paragraph shall be in a minimum amount of at least $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (iiy) the Borrower may not submit no more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall three Increased Facility Closing Dates may be effective, which shall be a date not less than 15 Business Days (or such other date as agreed selected by the Administrative Agent) Borrowers after the date on which such notice is delivered Second Restatement Date. No Lender shall have any obligation to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) participate in any increase described in this Section 2.15 unless it agrees to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, do so in its sole discretion, to provide an Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Parent Borrower may at any time or from time to time after the Amendment Effective Date, by written notice to the Administrative Agent prior (whereupon the Administrative Agent shall promptly deliver a copy to each of the Maturity Date Lenders), request (Ai) an increase in any Revolving Credit Commitments (each, an “Incremental Increase”) or (ii) the addition of one or more new tranches of term loan facilities loans (any such new trancheeach, an “Incremental Term Facility” and together with the Incremental Increases, the “Incremental Facilities”) in favor of the Parent Borrower (in the case of an Incremental Increase) or the Borrowers (or either of them) in the case of an Incremental Term Facility; provided that (i) upon the effectiveness of any Incremental Amendment referred to below, (x) no Default shall exist, (y) the financial covenants in Section 7.15 would be satisfied on a pro forma basis for the most recent Test Period after giving effect to the proposed borrowing of such Incremental Facilities (assuming such Incremental Facilities were fully drawn) and any related transactions and (z) the Senior Secured Leverage Ratio, determined on a pro forma basis after giving effect to the proposed borrowing of such Incremental Facilities (assuming such Incremental Facilities were fully drawn) and any related transactions, shall not exceed 3.5:1, (ii) the representations and warranties in Article 5 shall be true and correct in all material respects, (iii) the maturity date of any Incremental Term Facility shall be no earlier than the Maturity Date with respect to the Term Loans, (iv) any Incremental Term Facility shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (v) any Incremental Increase shall be on the same terms as the applicable increased Class of Revolving Credit Commitments, and (vi) any fees payable in connection with such Incremental Facilities shall be determined by the Parent Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities. Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining 115 availability under the limit set forth in the preceding sentence). The Incremental Facilities shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans. Except as otherwise provided in this Section 2.14, the Incremental Term Loans shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Parent Borrower and the lenders thereof. Each notice from the Parent Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Additional Lender’s making such Incremental Facilities. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any term loans made pursuant to an Incremental Term FacilityFacility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Term LoansAmendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent Borrower and, if applicable, the Co-Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments in respect of the Lenders agreeing to provide such Incremental Term Loans, the Facilities shall become “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” hereunder; and any loans made in respect thereofIncremental Facilities shall, when made, constitute “Additional Revolving Loans”; ” under this Agreement. The Incremental Amendment may, without the Additional Revolving Loans with the Incremental Term Loansconsent of any other Lenders, collectively, the “Incremental Loans”, effect such amendments to this Agreement and the Additional Revolving Commitmentsother Loan Documents as may be necessary or appropriate, collectively with any Incremental Term Commitmentsin the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the “Incremental Commitments”)provisions of this Section 2.14. The effectiveness of (and, in the case of all any Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request Amendment for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if lessTerm Facility, the remaining portion of the available borrowing under) any Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.02 (iv) it being understood that all references to “the Borrower shall deliver date of such Credit Extension” or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent similar language in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.02 shall be deemed to be refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower or the Co-Borrower, as the case may be, shall use the proceeds of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments Facilities for all purposes of any purpose not prohibited by this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. (a) Provided The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or one or more additional revolving facilities or an increase in the amount of the Revolving Credit Facility (each such additional facility or increase being an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”), provided that (i) at the time and after the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default exists or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request shall have occurred and be continuing (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”)or, in the case of all event such Incremental CommitmentsFacility is incurred in connection with a Permitted Acquisition or Investment permitted hereunder, in an aggregate total principal amount not to exceed (1) no Default or Event of Default shall have occurred and be continuing at the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant time a commitment to clause (x) plus consummate such Permitted Acquisition or Investment is signed and (2) additional amounts so long as after giving effect thereto no Default or Event of Default under Section 6.01(a) or (f) shall have occurred and assuming be continuing at the Commitments are fully drawn) the Maximum Net Leverage Ratio time such Permitted Acquisition or Investment is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amountconsummated), and (ii) the Borrower may aggregate principal amount of the Incremental Facilities shall not submit more than four such requests during exceed the term greater of this Agreement. Each such notice shall specify (ix) (A) $750,000,000 less the aggregate principal amount of Incremental Facilities and Incremental Equivalent Debt incurred or issued in reliance on clause (x)(A) above, plus (B) an unlimited amount if, immediately after giving effect thereto (assuming on the effective date thereof (1) the date (each, funding in full of an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, Revolving Facility and (ii2) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom proceeds from the Borrower proposes any portion funding of such Incremental Commitments Facility shall not be allocated and netted against the amounts applicable amount of such allocations; provided that, any Lender approached to provide all or a portion Consolidated Total Debt for purposes of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion calculation of the applicable Incremental Commitments andFirst Lien Net Leverage Ratio or the Senior Secured Net Leverage Ratio, if soas applicable, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Sectionparagraph below), each Additional (I) in the case of an Incremental Advance secured by Liens that rank pari passu with the Liens securing the Term Facility or the Revolving Commitment shall be Credit Facility, the First Lien Net Leverage Ratio determined on a pro forma basis would not exceed 1.50:1.00 and (II) in the case of an Incremental Advance secured by Liens that rank junior to the Liens securing the Term Facility or the Revolving Commitment and part Credit Facility, the Senior Secured Net Leverage Ratio determined on a pro forma basis would not exceed 2.50:1.00 (the sum of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to amounts specified in this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and clause (ii) participations hereunder in Swing Line Loans. The Administrative Agent and (less the Lenders hereby agree aggregate principal amount of any Incremental Facility that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply has become effective on or prior to the transactions effected pursuant to this Section 2.22.date of determination) the “Available Incremental

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may at any time and from time to time prior to June 30, 2008, by written notice to the Administrative Agent prior (whereupon the Administrative Agent shall promptly deliver a copy to each of the Maturity Date Lenders), request (A) the addition of one or more new tranches credit facilities (the "Incremental Facilities") consisting of a new tranche of term loan facilities loans (any such new tranche, an “"Incremental Term Facility”") or a new tranche of revolving loans (an "Incremental Revolving Facility") or a combination thereof; provided that at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default shall exist and the Borrower shall be in compliance with Sections 6.13, 6.14, 6.15 (if applicable) and 6.16 determined on a pro forma basis as if such Incremental Facility had been outstanding on the last day of the most recent fiscal quarter for testing compliance therewith. The Incremental Facilities shall be in an aggregate principal amount not exceeding (in the aggregate) $400,000,000, and each Incremental Facility shall be in an aggregate principal amount not less than $50,000,000. Each Incremental Facility (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Tranche A Term Loans, (b) shall not mature earlier than the Maturity Date (but may, subject to clause (c) below, have amortization and commitment reductions prior to such date), (c) shall have a weighted average life that is not less than that of the Revolving Credit Commitments and the Tranche A Term Loans, taken as a whole, and (d) for purposes of prepayments, shall be treated substantially the same as (and in any loans made pursuant to event no more favorably than) the Tranche A Term Loans, in the case of an Incremental Term Facility, “Incremental Term Loans”, and or the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all an Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00Revolving Facility; provided that (i) the terms and conditions applicable to any such request Incremental Facility maturing after the Maturity Date may provide for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, material additional or different financial or other covenants applicable only during periods after the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, Maturity Date and (ii) the Borrower Incremental Facilities may not submit more be priced differently than four such requests during the term of this AgreementTranche A Term Loans and the Revolving Loans. Each Any such notice shall specify (i) set forth the date (eachrequested amount and terms of the relevant Incremental Facility. The Borrower may arrange for one or more banks or other financial institutions, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, each of which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered reasonably satisfactory to the Administrative Agent and the Borrower (any such bank or other financial institution being called an "Additional Lender"), to extend commitments under the Incremental Facility, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a certificate dated as portion of any such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Facility. Commitments in respect of Incremental CommitmentsFacilities shall become Commitments under this Agreement, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (providedeach Additional Lender shall become a Lender under this Agreement, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25)an amendment (an "Incremental Facility Amendment") to this Agreement and, (2) both before and after giving effect to the Incremental Commitmentsas appropriate, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative AgentDocuments, executed and delivered by the Borrower, each Incremental existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and each of which shall the other Loan Documents as may be recorded necessary or appropriate, in the Register and each opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Lender Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.02 (iv) it being understood that all references to "the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations date of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent such Borrowing" in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.02 shall be deemed to be refer to the effective as date of such Incremental Facility Amendment). The proceeds of the applicable Incremental Revolving Commitment Effective DateFacilities will be used for working capital and other general corporate purposes, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments including consideration for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22Permitted Acquisitions.

Incremental Facilities. The Borrower may at any time and from time to time prior to June 30, 2010, by notice to the Administrative Agent (awhereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of (collectively, the “Incremental Facilities”) Provided a new tranche of term loans (an “Incremental Term Facility”) or an increase in the Revolving Commitments (“Incremental Revolving Commitments”) or a combination thereof; provided that (i) at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default or Event of Default exists or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agentexist, (ii) the Borrower shall have delivered to the Administrative Agent be in compliance with Sections 6.13, 6.14 and 6.16 determined on a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) pro forma basis both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have Facility (as if such Incremental Facility had been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of outstanding on the last day of the most recently ended recent fiscal quarter after giving effect for testing compliance therewith), and (iii) all fees and expenses owing to the Administrative Agent and the Lenders in respect of such Incremental Facility shall have been paid (provided that the Administrative Agent will consult with the Borrower before agreeing to any commitment or upfront fees with the banks or other financial institutions providing such Incremental Facility). The Incremental Facilities shall be in an aggregate principal amount not exceeding (in the aggregate) $400,000,000, each Incremental Term Facility shall be in an aggregate principal amount not less than $50,000,000, and each of the Incremental Revolving Commitments shall be in an aggregate principal amount not less than $10,000,000. Each Incremental Facility (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) in the case of an Incremental Term Facility, shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (c) below, have amortization and commitment reductions prior to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25date), (iiic) in the case of an Incremental Term Facility, shall have a weighted average life that is not less than that of the Term Loans, and (d) in the case of an Incremental Term Facility, for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans; provided that (x) the terms and conditions applicable to any Incremental Facility maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after the Term Loan Maturity Date, and (y) the Incremental Commitments Term Facility may be priced differently than the Term Loans. Any such notice shall be effected pursuant to set forth the requested amount and terms of the relevant Incremental Facility. The Borrower may arrange for one or more agreements in form and substance banks or other financial institutions, each of which shall be reasonably satisfactory to the Administrative AgentAgent and the Borrower and, with respect only to Incremental Revolving Commitments, the Issuing Bank (any such bank or other financial institution being called an “Additional Lender”), to extend commitments under the Incremental Facility, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a portion of any such Incremental Facility. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and each Additional Lender shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed and delivered by the Borrower, each Incremental existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and each the other Loan Documents to the extent (but only to the extent) necessary to effect the provisions of which shall be recorded in the Register and each this Section. The effectiveness of any Incremental Lender Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.02 (iv) it being understood that all references to “the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations date of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent such Borrowing” in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.02 shall be deemed to be refer to the effective as date of such Incremental Facility Amendment). The proceeds of the applicable Incremental Revolving Commitment Effective DateFacilities will be used for working capital and other general corporate purposes, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments including consideration for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22Permitted Acquisitions.

Incremental Facilities. (a) Provided that So long as no Default or Event of Default exists shall have occurred and be continuing or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”therefrom, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth herein, the Borrower shall have the right to incur additional Indebtedness under this Agreement in this Sectionthe form of increases to the Tranche B Term Facility or Revolving Facility or one or more additional Tranche B Term Loans or Revolving Loans (the “Additional Loans”) in an aggregate principal amount not to exceed One Hundred Fifty Million Dollars ($150,000,000); provided that, each Additional (a) the aggregate Revolving Commitment shall not be increased hereunder by more than $50,000,000, (b) the Additional Loans shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis therewith, (c) the Additional Loans shall have substantially the same terms (other than pricing with respect to additional tranches) as the existing Tranche B Term Loans or Revolving Commitment and part of Loans, as the case may be, (d) the Additional Loans shall have a final maturity date no earlier than the Term Loan Maturity Date or the Revolving Facility (and not a separate Facility hereunder)Termination Date, each Incremental Revolving Lender providing such Additional Revolving Commitment shall as the case may be, and have all the rights of, a Revolving Lender, and remaining weighted average life of the Revolving Additional Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall not be shorter than the remaining weighted average life of the Tranche B Term Loans or Revolving Loans, as the case may be, (e) each such Additional Loan shall be in a minimum of $25,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the Additional Loans shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (g) the proceeds of the Additional Loans will be used for all general corporate purposes that do not conflict with the provisions of this Agreement. Except for purposes , including, without limitation, the refinancing of this Section 2.22(a)the 6 5/8% Senior Notes or the Senior Convertible Notes, any Additional Revolving Commitments that are designated as an increase (h) the Borrower shall execute a note in form and substance reasonably satisfactory to the Revolving Commitments Administrative Agent in favor of any new Lender or any existing Lender requesting a note to evidence its Additional Loans, (i) the conditions to extensions of credit in Section 6.2 shall be deemed have been satisfied or waived, (j) the Administrative Agent shall have received from the Borrower an officer’s certificate, in form and substance reasonably satisfactory to be effective as of the applicable Incremental Revolving Commitment Effective DateAdministrative Agent, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such demonstrating that, after giving effect to the Additional Revolving CommitmentsLoans on a pro forma basis, each Revolving Lender (x) the Borrower will be in compliance with the financial covenants set forth in Sections 8.1(a) and (b), and (y) no Default or Event of Default shall exist and be continuing or shall result therefrom, and (l) the Administrative Agent shall have received legal opinions, board resolutions and other documentation as reasonably required by the Joint Lead Arrangers and consistent with those delivered on the Closing Date under Section 6.1 and such additional documents and filings (including amendments to the Security Documents and title endorsement bring downs) as the Joint Lead Arrangers may reasonably require to assure that the Additional Loans are secured by the Collateral ratably with the existing Loans. Participation in the Additional Loans shall be offered first to each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase existing Lenders in the Revolving Commitments pursuant applicable Facility, but each such Lender shall have no obligation to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a provide all or any portion of the Additional Revolving CommitmentsLoans. If the amount of the Additional Loans shall exceed the commitments which the existing Lenders are willing to provide with respect to the Additional Loans, then the Borrower may invite other banks, financial institutions and each such Additional Lender will automatically and without further action be deemed investment funds reasonably acceptable to have assumed, a the Administrative Agent to join this Agreement as Lenders hereunder for the portion of the Additional Loans not taken by existing Lenders, provided that such Revolving Lender’s participations hereunder in outstanding Letters of Credit other banks, financial institutions and Swing Line Loans investment funds shall enter into such that, after giving joinder or accession agreements to give effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of thereto as the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line LoansAdministrative Agent may reasonably request. The Administrative Agent and is authorized to enter into, on behalf of the Lenders hereby agree that the minimum borrowingLenders, pro rata borrowing and pro rata payment requirements contained elsewhere in any amendment to this Agreement shall or any other Loan Documents with the Borrower’s consent (not apply to be unreasonably withheld) as may be necessary to incorporate the transactions effected pursuant to this Section 2.22terms of the Additional Loans therein.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may may, at any time prior to December 31, 2008, by written notice to the Administrative Agent prior to the Maturity Date Agent, request (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in the Revolving Commitments Credit Facility (any each such increased Revolving Commitments, facility increase being an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), "INCREMENTAL REVOLVING CREDIT FACILITY") or an increase in the case of all Incremental Commitments, Term B Facility or a new term loan facility (each such facility increase or new term loan facility being an "INCREMENTAL TERM FACILITY") in an aggregate total principal amount not to exceed (1) $750,000,000 for all Incremental Facilities, each of which to be effective as of a date that is at least 360 days prior to the sum scheduled Termination Date then in effect in respect of (x) $350,000,000 minus the Revolving Credit Facility in the case of an Incremental Revolving Credit Facility and (y) the Term B Facility in the case of an Incremental Loans previously incurred pursuant Term Facility (such date for each such Incremental Facility, the "INCREASE DATE"), as specified in the related notice to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00Administrative Agent; provided provided, however, that (i) in no event shall any such request for an Incremental Loan shall Facility be in a minimum principal amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days $100,000,000 (or such other date lesser amount as agreed shall be approved by the Administrative Agent) after nor shall the date on which aggregate amount of all Incremental Facilities exceed $750,000,000; (ii) there shall be no more than three Incremental Facilities (or such notice is delivered to greater number as shall be approved by the Administrative Agent); (iii) on the Increase Date, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants conditions set forth in Section 6.1 3.02 and in clause (d) of this Section 2.17 shall be satisfied; (iv) as of the last day of the most recently ended fiscal quarter of the Borrower immediately preceding the Increase Date, after giving pro forma effect to any such Incremental CommitmentsFacility and other customary and appropriate pro forma adjustment events, calculated assuming including any acquisitions or dispositions or repayment of Debt after the beginning of such fiscal quarter but prior to or simultaneous with the borrowing in respect of such Incremental Commitments are fully drawn Facility, the Borrower shall be in pro forma compliance with all financial covenants set forth in Section 5.04; (providedv) on the Increase Date, howeverafter giving pro forma effect to any such Incremental Facility, no Default shall have occurred and be continuing; (vi) each Incremental Facility shall have a maturity date that if is no earlier than the scheduled Termination Date in respect of the Term B Facility (but may have nominal amortization prior to such Termination Date so long as the Weighted Average Life to Maturity of such Incremental Facility is no shorter than the weighted average life to maturity of the then-remaining Advances under the Term B Facility); (vii) the interest rates and amortization schedule applicable to any Incremental Facility shall be determined by the Borrower and the relevant lenders thereunder; (viii) any Incremental Term Facility shall be treated like the Term B Advances, and any Incremental Revolving Credit Facility shall be treated like the Revolving Credit Advances, in each case in terms of sharing of prepayments and other appropriate provisions; (ix) all other terms and conditions of each Incremental Facility to the extent such Incremental Commitments have been requested for not consistent with the purpose terms and conditions of fundingthe Term Facilities or the Revolving Credit Facility, in whole or in partas the case may be, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance reasonably satisfactory to the Administrative AgentAgent and, executed and delivered by so long as the Borrower, each Incremental Lender and the Administrative Agent, and each Lead Arranger or any of which its Affiliates shall be recorded in the Register a Secured Party (except as permitted by clauses (vi) and each Incremental Lender shall be subject to the requirements set forth in (vii) above); and (xi) notwithstanding any other provision of any Loan Document (including, without limitation, Section 2.17(g9.01), and (iv) the Borrower shall deliver or cause to Loan Documents may be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested amended by the Administrative Agent in connection with any such transaction. On and the Borrower, if necessary, to provide for terms applicable to each Incremental Commitment Effective Date, subject to Facility consistent with the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22hereof.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower The Company may at any time, by written notice to the Agents (whereupon the Administrative Agent prior shall promptly deliver a copy to each of the Maturity Date Lenders), request the addition of new credit facilities (Athe "Incremental Facilities") one or more consisting of a new tranches tranche of term loan facilities loans (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “the "Incremental Term Loans”") or a new tranche of revolving loans (the "Incremental Revolving Loans") or a combination thereof; provided that both at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default shall exist and at the time that any such Incremental Term Loans or Incremental Revolving Loans, as the case may be, are made (and after giving effect thereto) no Default shall exist and the commitments Company shall be in respect compliance with Sections 6.14 and 6.15, determined on a pro forma basis as if such Incremental Term Loans or Incremental Revolving Loans, as the case may be, had been outstanding on the last day of the most recent fiscal quarter for testing compliance therewith. The Incremental Facilities (i) shall be in an aggregate principal amount not exceeding (in the aggregate) $100,000,000 and shall be effected as Incremental Term Loans or Incremental Revolving Loans (except that not more than $50,000,000 of the Incremental Facilities will be Incremental Revolving Loans), (ii) shall rank pari passu in right of payment and of security with the Revolving Loans and the B Term Loans, (iii) that are effected as Incremental Term Loans shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (iv) below, have amortization and commitment reductions prior to such date), (iv) that are effected as Incremental Term Loans shall not have a weighted average life that is shorter than that of the B Term Loans, (v) that are effected as Incremental Revolving Loans shall mature on the Revolving Loan Maturity Date, (vi) shall not accrue interest at a rate or rates in excess of the interest rates applicable to the B Term Loans, in the case of Incremental Term Loans, or the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; , in the Additional Revolving Loans with case of the Incremental Term Revolving Loans, collectivelyand (vii) except as set forth above, shall be treated substantially the “Incremental Loans”same as (and in any event no more favorably than) the B Term Loans (in each case, including with respect to mandatory and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”voluntary prepayments), in the case of all Incremental CommitmentsTerm Loans, or the Revolving Loans, in the case of the Incremental Revolving Loans; provided that (a) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after the Term Loan Maturity Date and (b) subject to clause (vi) above, the Incremental Facilities may be priced differently than the B Term Loans and the Revolving Loans. Such notice shall set forth the requested amount of Incremental Term Loans or Incremental Revolving Loans, as the case may be. In the event that existing Lenders provide commitments in an aggregate amount less than the total amount of the Incremental Term Loans or Incremental Revolving Loans, as the case may be, requested by the Company (but the Company shall not have any obligation to request any Lender to provide any amount of the Incremental Term Loans or Incremental Revolving Loans, as the case may be), the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide Incremental Term Loans or Incremental Revolving Loans, as the case may be, in an aggregate total principal amount not equal to exceed (1) the sum unsubscribed amount. Commitments in respect of (x) $350,000,000 minus (y) Incremental Term Loans previously incurred or Incremental Revolving Loans, as the case may be, shall become Commitments under this Agreement pursuant to clause an amendment (xan "Incremental Facility Amendment") plus (2) additional amounts so long to this Agreement and, as after giving effect thereto (and assuming appropriate, the Commitments are fully drawn) other Loan Documents, executed by the Maximum Net Leverage Ratio is not greater than 3.00 Company, each Lender agreeing to 1.00; provided that (i) any provide such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (orCommitment, if lessany, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amounteach Additional Lender, if any, and (ii) the Borrower may not submit more than four Agents. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such requests during the term of amendments to this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, Agreement and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct as may be necessary or appropriate, in all material respects on and as the opinion of the Agents, to effect the provisions of this Section. The effectiveness of any Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.02 (iv) it being understood that all references to "the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations date of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent such Borrowing" in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.02 shall be deemed to refer to the effective date of such Incremental Facility Amendment). No Lender shall be effective as of the applicable obligated to provide any Incremental Term Loans or Incremental Revolving Commitment Effective DateLoans, and after as the effectiveness of such Additional Revolving Commitmentscase may be, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22unless it so agrees.

Incremental Facilities. (a) Provided The Borrower may at any time or from time to time after the Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches of term advances (the “Incremental Term Advances”) to be used as General Working Capital Credit Increases or Ontelaunee Credit Increases, (ii) one or more tranches of working capital commitments (each, an “Incremental Working Capital Facility”) to be used as General Working Capital Credit Increases or Ontelaunee Credit Increases or (iii) one or more tranches of funded letter of credit commitments (each a “Synthetic L/C Facility” and, together with any Incremental Term Advances and Incremental Working Capital Facility, referred to herein as a “Credit Increase”); provided that (A) upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default exists or would result therefrom shall exist and at the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request (A) one or more new tranches of term loan facilities (time that any such new tranche, an “Incremental Term Facility”, any loans Advance is made pursuant to an Incremental Term Facility, “Incremental Term Loans”, (and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto thereto) no Default or Event of Default shall exist, (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (iiB) the Borrower may not submit more than make a maximum of four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be for a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative AgentCredit Increase, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (iiC) the Borrower shall have delivered received a Ratings Reaffirmation. Each Credit Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the Administrative Agent a certificate dated as contrary herein, the aggregate amount of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental CommitmentsGeneral Working Capital Credit Increases shall not exceed $100,000,000 when taken together with any other Debt incurred pursuant to Section 5.02(b)(v), and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists Ontelaunee Credit Increases shall be determined in accordance not exceed $165,000,000 when taken together with the time elected for such determination any other Debt incurred pursuant to Section 2.25), (25.02(b)(iv) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3z) the Borrower is in pro forma compliance Synthetic L/C Facilities shall not exceed $650,000,000 when taken together with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected any other Debt incurred pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g5.02(b)(iii), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. (a) Provided The Borrowers and any one or more Lenders (including New Lenders as defined below) may from time to time agree that no Default such Lenders shall make, obtain or Event increase the amount of Default exists their Incremental Term Loans or would result therefrom the Borrower may Incremental Revolving Commitments, as applicable, by written notice executing and delivering to the Administrative Agent prior to an Increased Facility Activation Notice specifying (i) the Maturity Date request (A) one or more new tranches amount of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, increase and the commitments Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date and (iii) in respect the case of the Incremental Term Loans, (x) the “applicable Incremental Term Commitments”Maturity Date, (y) and/or (B) an increase in Revolving Commitments (any the amortization schedule for such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, and (z) the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Applicable Margin for such Incremental Term Commitments, the “Incremental Commitments”)Loans which, in the case cases of all each of the foregoing clauses (x), (y) and (z) shall comply with Section 2.15(d) below. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of borrowings of Incremental CommitmentsTerm Loans and Incremental Revolving Commitments obtained after the Amendment Effective Date pursuant to this paragraph shall not exceed $50,000,000 and the aggregate Incremental Revolving Commitment shall not exceed $10,000,000 and (ii) without the consent of the Administrative Agent, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred each increase effected pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan this paragraph shall be in a minimum amount of at least $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (iiy) the Borrower may not submit no more than four such requests during three Increased Facility Closing Dates may be selected by the term of this Agreement. Each such notice shall specify (i) Borrowers after the date (each, an “Incremental Commitment Amendment Effective Date”) on which the Borrower proposes that the Incremental Commitments . No Lender shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered have any obligation to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) participate in any increase described in this Section 2.15 unless it agrees to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, do so in its sole discretion, to provide an Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. (a) Provided that no Default The Borrower may, at any time other than during the Covenant Relief Period, on one or Event of Default exists more occasions on or would result therefrom after the Borrower may by written notice Funding Date pursuant to the Administrative Agent prior to the Maturity Date request an Incremental Amendment (Ai) add one or more new tranches Classes of term loan facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such commitments, “Incremental Term Commitments” and any such new trancheClass or increase, an “Incremental Term Facility”, ” and any loans loan made pursuant to an any Incremental Term Facility, “Incremental Term Loans”) and/or (ii) increase the aggregate amount of the Revolving Commitments (an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; the commitments thereunder, the “Incremental Revolving Commitments” and the commitments in respect of the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, ) in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days Available Amount; Redline Waldencast - Credit Agreement (or such other date as agreed amended by the Administrative AgentSecond Amendment) after the date on which such notice is delivered to the Administrative Agent, 2324969v9 and WALD - Credit Agreement (iiconformed through Third Amendment) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; 2412084v2 04/26/2024 1:14:08 PM provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.,

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may at any time and from time to time prior to April 30, 2006, by written notice to the Administrative Agent prior (whereupon the Administrative Agent shall promptly deliver a copy to each of the Maturity Date Lenders), request (A) the addition of one or more new tranches credit facilities (the "Incremental Facilities") consisting of a new tranche of term loan facilities loans (any such new tranche, an “"Incremental Term Facility”") or a new tranche of revolving loans (an "Incremental Revolving Facility") or a combination thereof; provided that at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default shall exist and the Borrower shall be in compliance with Sections 6.13, 6.14, 6.15 and 6.16, determined on a pro forma basis as if such Incremental Facility had been outstanding on the last day of the most recent fiscal quarter for testing compliance therewith. The Incremental Facilities shall be in an aggregate principal amount not exceeding (in the aggregate) $150,000,000, and each Incremental Facility shall be in an aggregate principal amount not less than $50,000,000. Each Incremental Facility (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) shall not mature earlier than six months after the Tranche E Maturity Date (but may, subject to clause (c) below, have amortization and commitment reductions prior to such date), (c) shall have a weighted average life that is longer than that of the Revolving Credit Commitments, the Tranche A1 Term Loans and the Tranche E Term Loans, taken as a whole, and (d) for purposes of prepayments, shall be treated substantially the same as (and in any loans made pursuant to event no more favorably than) the Term Loans, in the case of an Incremental Term Facility, “Incremental Term Loans”, and or the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all an Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00Revolving Facility; provided that (i) the terms and conditions applicable to any such request Incremental Facility maturing after the Tranche E Maturity Date may provide for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, material additional or different financial or other covenants applicable only during periods after the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, Tranche E Maturity Date and (ii) the Borrower Incremental Facilities may not submit more be priced differently than four such requests during the term of this AgreementTerm Loans and the Revolving Loans. Each Any such notice shall specify (i) set forth the date (eachrequested amount and terms of the relevant Incremental Facility. The Borrower may arrange for one or more banks or other financial institutions, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, each of which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered reasonably satisfactory to the Administrative Agent and the Borrower (any such bank or other financial institution being called an "Additional Lender"), to extend commitments under the Incremental Facility, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a certificate dated as portion of any such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Facility. Commitments in respect of Incremental CommitmentsFacilities shall become Commitments under this Agreement, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (providedeach Additional Lender shall become a Lender under this Agreement, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25)an amendment (an "Incremental Facility Amendment") to this Agreement and, (2) both before and after giving effect to the Incremental Commitmentsas appropriate, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative AgentDocuments, executed and delivered by the Borrower, each Incremental existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and each of which shall the other Loan Documents as may be recorded necessary or appropriate, in the Register and each opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Lender Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.02 (iv) it being understood that all references to "the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations date of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent such Borrowing" in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.02 shall be deemed to be refer to the effective as date of such Incremental Facility Amendment). The proceeds of the applicable Incremental Revolving Commitment Effective DateFacilities will be used for general corporate purposes, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments including consideration for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22Permitted Acquisitions.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower may by written notice At any time and from time to the Administrative Agent prior to the Maturity Date request (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Datetime, subject to the terms and conditions set forth in this Sectionherein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each Additional Revolving Commitment shall be a Revolving Commitment and part of the Lenders), request to add additional Tranche B Term Loans or add one or more additional tranches of term loans (the “Incremental Term Loans”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; each such increase or tranche, an “Incremental Facility”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment (A) no Default or Event of Default has occurred and is continuing or shall result therefrom and (B) the full amount of the respective Incremental Facility (assuming the full utilization of the commitments thereunder) may be drawn without violating the terms of any Material Debt. Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facilities shall not exceed $135,000,000 (the “Non-Ratio-Based Incremental Facility Cap”); provided that the Borrower may incur up to $275,000,000 of additional Incremental Facilities without regard to the Non-Ratio-Based Incremental Facility Cap (each such Incremental Facility, a “Ratio-Based Incremental Facility”) so long as the Consolidated Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Relevant Reference Period (or, if no Relevant Reference Period has passed, as of the most recent four consecutive fiscal quarter period then ended), in each case, as if such Ratio-Based Incremental Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all Credit Loans in an amount equal to the rights of, a Revolving Lender, and the Revolving Loans made by it on full amount of any such Incremental Revolving Commitment Effective Date pursuant Commitments) had been outstanding on the last day of such Relevant Reference Period, shall not exceed 3.50 to this Section shall be Revolving Loans, for all purposes 1.00. Each tranche of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Incremental Term Loans and Incremental Revolving Commitments shall be deemed to in an integral multiple of $1,000,000 and be effective as in an aggregate principal amount that is not less than $50,000,000 in case of Incremental Term Loans or $10,000,000 in case of Incremental Revolving Commitments (or in each case such lesser minimum amount reasonably approved by the Administrative Agent), provided that such amount may be less than the applicable Incremental Revolving Commitment Effective Date, and after minimum amount if such amount represents all the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On remaining availability under the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22Amount set forth above.

Incremental Facilities. (a) Provided Xxxx xxx at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or one or more additional revolving facilities or an increase in the amount of the Revolving Credit Facility (each such additional facility or increase being an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”), provided that (i) at the time and after the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default exists or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request shall have occurred and be continuing (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”)or, in the case of all event such Incremental CommitmentsFacility is incurred in connection with a Permitted Acquisition or Investment permitted hereunder, in an aggregate total principal amount not to exceed (1) no Default or Event of Default shall have occurred and be continuing at the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant time a commitment to clause (x) plus consummate such Permitted Acquisition or Investment is signed and (2) additional amounts so long as after giving effect thereto no Default or Event of Default under Section 6.01(a) or (f) shall have occurred and assuming be continuing at the Commitments are fully drawn) the Maximum Net Leverage Ratio time such Permitted Acquisition or Investment is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amountconsummated), and (ii) the Borrower may aggregate principal amount of the Incremental Facilities shall not submit more than four such requests during exceed the term greater of this Agreement. Each such notice shall specify (ix) (A) $750,000,000(I) the greater of $1,100,000,000 and 15.0% of Total Assets less (II) the aggregate principal amount of Incremental Facilities and Incremental Equivalent Debt incurred or issued in reliance on clause (x)(A)(I) above, plus (B) an unlimited amount if, immediately after giving effect thereto (assuming on the effective date thereof (each1) the funding in full of an Incremental Revolving Facility and (2) the proceeds from the funding of such Incremental Facility shall not be netted against the applicable amount of Consolidated Total Debt for purposes of the calculation of the First Lien Net Leverage Ratio or the Senior Secured Net Leverage Ratio, as applicable, set forth in this paragraph below), (I) in the case of an “Incremental Commitment Effective Date”Advance secured by Liens that rank pari passu with the Liens securing the Term Facility or the Revolving Credit Facility, the First Lien Net Leverage Ratio determined on a pro forma basis would not exceed 1.50:1.00 and (II) on which in the Borrower proposes case of an Incremental Advance secured by Liens that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered rank junior to the Administrative AgentLiens securing the Term Facility or the Revolving Credit Facility, and the Senior Secured Net Leverage Ratio determined on a pro forma basis would not exceed 2.50:1.00 (the sum of the amounts specified in this clause (ii) (less the identity aggregate principal amount of each Lender any Incremental Facility that has become effective on or other Person that is an Eligible Assignee prior to the date of determination) the “Available Incremental Amount”); it being acknowledged and agreed that, for the avoidance of doubt, the 2018 Term Loan B Facility (eachas defined in Amendment No. 2), an “Incremental Lender”the 2018 Term A Facility Upsize (as defined in Amendment No. 2), the 2018 Revolving Facility Upsize (as defined in Amendment No. 2) to whom and, the Borrower proposes any portion of such Incremental Commitments be allocated Revolving Facility Upsize (as defined in Amendment No. 3) and the amounts of such allocations; provided thatRevolving Facility Upsize (as defined in Amendment No. 5) are incurred or established, any Lender approached to provide all or a portion of as applicable, under the Incremental Commitments may elect or declineincremental ratio prong set forth in clause (B)(I) above, in its sole discretion, to provide an Incremental Commitment. Each Lender shall notify plus (C) the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the aggregate amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as all voluntary prepayments of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists Term Facility (or other term Debt secured by Liens on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, the Collateral that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance rank pari passu with the time elected for such determination pursuant to Section 2.25Liens on the Collateral securing the Obligations hereunder), (2) both before and after giving effect any Refinancing Term Facility (to the Incremental Commitmentsextent previously applied to the prepayment of Term Facility hereunder), the representations and warranties (3) all repurchases of any of the Loan Parties contained herein foregoing Debt in clauses (1) and (2) (in each case, in an amount equal to the cash amount expended) and (4) the Revolving Credit Facility or Refinancing Revolving Facility (or other revolving Debt secured by Liens on the Collateral that rank pari passu with the Liens on the Collateral securing the Obligations hereunder) (and accompanied by a reduction of Revolving Credit Commitments pursuant to Section 2.20(a) in the case of a prepayment of Revolving Credit Facility or Refinancing Revolving Facility or a reduction in the revolving commitments in the case of a prepayment of such other Loan Documents are true and correct revolving indebtedness) made prior to such time, in all material respects on and as of the Incremental Commitment Effective Date (each case, except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as funded with the proceeds of such earlier date) long-term indebtedness (provided, however, that if and to the extent such other than revolving indebtedness). Each Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct Facility shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower an aggregate principal amount that is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested not less than $50,000,000 unless approved by the Administrative Agent in connection with any (provided that such transaction. On each Incremental Commitment Effective Date, subject to amount may be less than $50,000,000 if such amount represents all remaining availability under the terms and conditions limit set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunderpreceding sentence), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.

Incremental Facilities. The Company may on one or more occasions after the Closing Date, but not more than five (a5) Provided that no Default times during the existence of this Agreement, upon five (5) Business Days (or Event of Default exists or would result therefrom such shorter period as may be agreed to by the Borrower may by Administrative Agent) written notice to the Administrative Agent prior to the Maturity Date request (A) Agent, establishment one or more new tranches of term loan facilities loans or increase the Term Loan (any such new tranche, each an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in the Aggregate Revolving Commitments (any each such increased Revolving Commitmentsincrease, an “Additional Incremental Revolving Commitment” and any loans made in respect thereof, “Additional Revolving LoansFacility”; the Additional Revolving Loans with the each Incremental Term Loans, collectively, the Facility and each Incremental Revolving Increase is an “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental CommitmentsFacility”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum the aggregate amount of the Incremental Facilities shall not exceed One Billion Dollars ($10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and 1,000,000,000); (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments Facility and the use of the proceeds thereof on a Pro Forma Basis (providedand, howeverin the case of an Incremental Revolving Facility, assuming that if and such Incremental Revolving Facility is fully drawn), the Loan Parties would be in compliance with the financial covenants CHAR1\1550647v12 set forth in Section 8.09 recomputed (x) as of the end of the period of the four fiscal quarters most recently ended prior to the extent effective date of such Incremental Commitments have been requested Facility for which the purpose Company has delivered financial statements pursuant to Section 7.09(a) or (b) or (y) in the case of funding, an Incremental Term Facility the proceeds of which are designated by the Company in whole or in part, writing to the Administrative Agent to be used to finance a Limited Condition Transaction, at the time elected option of the Company, as of the end of the period of the four fiscal quarters most recently ended prior to the LCT Test Date for determining whether a Default which the Company has delivered financial statements pursuant to Section 7.09(a) or an (b); (iii) no Event of Default exists shall be determined in accordance with exist on the time elected for effective date of such determination pursuant to Section 2.25), (2) both before and Incremental Facility or would exist after giving effect to such Incremental Facility, provided that in the case of an Incremental CommitmentsTerm Facility the proceeds of which are designated by the Company in writing to the Administrative Agent to be used to finance a Limited Condition Transaction, at the option of the Company, the requirement pursuant to this subclause (iii) shall be satisfied if no Event of Default shall have occurred and be continuing on the LCT Test Date and no Event of Default under Section 9.01 or Section 9.07 shall have occurred and be continuing on the date of the Borrowing of such Incremental Term Facility; (iv) the representations and warranties of the each Loan Parties Party contained herein and in the other Loan Documents Credit Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the effective date of such Incremental Commitment Effective Date (Facility, except to the extent that such representations and warranties relate solely specifically refer to an earlier date, in which case such representations and warranties were they shall be true and correct in all material respects as of such earlier date) (provided, howeverand except that for purposes of this Section 2.20, that if the representations and warranties contained in Section 6.13 shall be deemed to refer to the extent such most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.09, provided that in the case of an Incremental Commitments have been requested for Term Facility the purpose proceeds of funding, which are designated by the Company in whole or in part, writing to the Administrative Agent to be used to finance a Limited Condition Transaction, the time elected for determining compliance with representations requirement under this subclause (iv) shall be tested on the LCT Test Date and warranties only the Specified Representations and the Specified Acquisition Representations shall be required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), on and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day effective date of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn Facility; (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance v) no existing Lender shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the under any obligation to provide a commitment to any Incremental Commitments Facility and any such decision whether to provide a commitment to an Incremental Facility shall be effected pursuant in such Lender’s sole and absolute discretion; (vi) each Person providing a commitment to one or more agreements in form and substance satisfactory to an Incremental Facility shall qualify as an Eligible Assignee; (vii) if requested by the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower Company shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any (A) a certificate of each Loan Party dated as of the date of such transaction. On Incremental Facility signed by an Executive Officer of such Loan Party certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facility and (B) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Incremental Commitment Effective DateLender), subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part dated as of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on effective date of such Incremental Revolving Commitment Effective Facility; (viii) in the case of an Incremental Term Facility, (A) the final maturity date for such Incremental Term Facility shall not be earlier than the Maturity Date pursuant to this Section shall be Revolving Loansof the Term Loan, for all purposes (B) except in the case of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated an Incremental Term Facility effected as an increase to the Term Loan, the weighted average life to maturity of such Incremental Term Facility shall be no shorter than the remaining weighted average life to maturity of the Term Loan, (C) such Incremental Term Facility shall share ratably in mandatory prepayments of the Term Loan pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the Term Loan) and shall have ratable voting rights as the Term Loan (or otherwise provide for more favorable voting rights for the Term Loan) and (D) subject to the foregoing clauses, the other terms of such Incremental Term Facility (including interest rate, interest rate margins, interest rate floors, fees, original issue discount, call protection or prepayment penalty, amortization and final maturity date) shall be as agreed by the Company and the Incremental Lenders; and (ix) in the case of an Incremental Revolving Commitments Facility, (A) each Incremental Revolving Facility shall have substantially the same terms as and be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On Agreement and (B) if any Revolving Loans are outstanding on the date of such increase, (x) each Incremental Commitment Effective DateLender shall make Revolving Loans, all the proceeds of which shall be applied by the Administrative Agent to prepay Revolving Loans of the existing Lenders, in an amount necessary such that after giving effect thereto the outstanding Revolving Loans are held ratably among all of the Lenders with a Revolving Commitment CHAR1\1550647v12 and (y) the applicable Borrower shall pay an amount required pursuant to Section 3.05 as a result of any such prepayment of Revolving Loans of existing Lenders. The Incremental Facility Commitments and credit extensions thereunder shall constitute Commitments and Credit Extensions under, and shall be reallocated among equally and ratably with the Revolving other Commitments and Credit Extensions entitled to all the benefits afforded by, this Agreement and the other Credit Documents. The Lenders (including any Additional Lenders) such thathereby authorize the Administrative Agent to enter into, after giving effect and the Lenders agree that this Agreement and the other Credit Documents shall be amended by, each Incremental Facility Amendment to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of extent the Revolving Loans. In addition, upon each increase Administrative Agent deems necessary in order to establish the Revolving Commitments pursuant applicable Incremental Facility and to this Section 2.22, each Revolving Lender immediately prior to effect such increase will automatically other changes agreed by the Company and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, Incremental Lenders and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of approved by the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line LoansAdministrative Agent. 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 Section 2.22the immediately preceding sentence. The Administrative Agent shall notify the Lenders of the effectiveness of any Incremental Facility.

Incremental Facilities. Borrower may (a) Provided that no Default or Event of Default exists or would result therefrom the Borrower may by written notice from Borrower to the Revolving Facility Administrative Agent Agent, elect to request prior to the Maturity Date request (A) one or more new tranches of term loan facilities Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loansincrease, the “Incremental Term New Revolving Loan Commitments”) and/or (Bb) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” by written notice from Borrower to and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with Term Administrative Agent elect to request prior to the Incremental Term Loans, collectivelyMaturity Date, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, establishment of one or more new term loan commitments (the “Incremental New Term Loan Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed of (1i) the sum New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (xA) $350,000,000 minus (y) Incremental Loans previously incurred 50,000,000 in the aggregate pursuant to this clause (xA) prior to date of determination plus (2B) additional amounts at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum First Lien Net Leverage Ratio is not greater no more than 3.00 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to 1.00; provided that (i) any such request incurrence on a Pro Forma Basis (and excluding the 100 proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for an purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a minimum principal amount of that is not less than $10,000,000 5,000,000 (oror such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such that amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Increased Amount Date”) on which the Borrower proposes that the Incremental New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 15 10 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent, and (ii) the identity of each . Borrower may invite any Lender or other Person that is an Eligible Assignee (each, an a “Incremental New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocationsprovide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that, that any Lender approached to provide all or a portion of the Incremental New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental a New Revolving Loan Commitment or a New Term Loan Commitment. Each Lender shall notify the Administrative Agent within the required time period whether Such New Revolving Loan Commitments or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental New Term Loan Commitments shall become effective as of such Incremental Commitment Effective Increased Amount Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists or Event of Default shall exist on such Incremental Commitment Effective Increased Amount Date before or after giving effect to such Incremental New Revolving Loan Commitments (providedor New Term Loan Commitments, however, as applicable; provided that if and to in the extent such Incremental case of New Revolving Loan Commitments have been requested for or New Term Loan Commitments the purpose of fundingwhich is to finance a Permitted Acquisition or other similar Investment, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an no Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the Incremental Commitmentsmaking of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date required under this clause (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date2) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined limited only to representations set forth in accordance with Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the time elected for determining compliance therewith pursuant Section 2.25)New Revolving Loan Lenders or New Term Loan Lenders, and as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental New Revolving Loan Commitments or New Term Loan Commitments, calculated assuming the Incremental Commitments are fully drawn (providedas applicable, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, Joinder Agreements executed and delivered by the Borrower, each Incremental the New Revolving Loan Lender or New Term Loan Lender, as applicable, and the applicable Administrative Agent, and each of which shall be recorded in the Register and each Incremental New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.17(g2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (iv5) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees opinions or other documents reasonably requested by the applicable 101 Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment Any New Term Loans made on an Increased Amount Date shall be a Revolving Commitment and part of the Revolving Facility (and not designated a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, series (a Revolving Lender, and the Revolving “Series”) of New Term Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Section 2.22(a)Agreement including, without limitation, the financing of any Additional Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments that are designated as an increase to the Revolving and New Term Loan Commitments shall be deemed not used to be effective as prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the applicable Incremental Revolving Commitment Effective Dateforegoing terms and conditions, and after the effectiveness (a) each of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (including any Additional Lenders) 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 the Additional all such assignments and purchases, such Revolving Commitments, each Loans will be held by existing Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Lenders and New Revolving Loans. In addition, upon each increase Loan Lenders ratably in the accordance with their Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each such New Revolving Loan Commitment shall be deemed assignment for all purposes a Revolving Commitment and assumption of participations, each Loan made thereunder (a “New Revolving Lender (including each Additional LenderLoan”) shall hold its pro rata Share be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) participations hereunder each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in Letters an amount equal to its New Term Loan Commitment of Creditsuch Series, and (ii) participations each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in Swing Line respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New 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 the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent and to effect 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 provision of this Section 2.222.24.

Incremental Facilities. The Borrower may at any time and from time to time prior to June 30, 2009, by notice to the Administrative Agent (awhereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of (collectively, the "Incremental Facilities") Provided a new tranche of term loans (an "Incremental Term Facility") or an increase in the Revolving Commitments ("Incremental Revolving Commitments") or a combination thereof; provided that (i) at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default or Event of Default exists or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amount, and (ii) the Borrower may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agentexist, (ii) the Borrower shall have delivered to the Administrative Agent be in compliance with Sections 6.13, 6.14 and 6.16 determined on a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) pro forma basis both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have Facility (as if such Incremental Facility had been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of outstanding on the last day of the most recently ended recent fiscal quarter after giving effect for testing compliance therewith), and (iii) all fees and expenses owing to the Administrative Agent and the Lenders in respect of such Incremental Facility shall have been paid (provided that the Administrative Agent will consult with the Borrower before agreeing to any commitment or upfront fees with the banks or other financial institutions providing such Incremental Facility). The Incremental Facilities shall be in an aggregate principal amount not exceeding (in the aggregate) $200,000,000, each Incremental Term Facility shall be in an aggregate principal amount not less than $50,000,000, and each of the Incremental Revolving Commitments shall be in an aggregate principal amount not less than $10,000,000. Each Incremental Facility (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) in the case of an Incremental Term Facility, shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (c) below, have amortization and commitment reductions prior to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25date), (iiic) in the case of an Incremental Term Facility, shall have a weighted average life that is not less than that of the Term Loans, and (d) in the case of an Incremental Term Facility, for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans; provided that (x) the terms and conditions applicable to any Incremental Facility maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after the Term Loan Maturity Date, and (y) the Incremental Commitments Term Facility may be priced differently than the Term Loans. Any such notice shall be effected pursuant to set forth the requested amount and terms of the relevant Incremental Facility. The Borrower may arrange for one or more agreements in form and substance banks or other financial institutions, each of which shall be reasonably satisfactory to the Administrative AgentAgent and the Borrower and, with respect only to Incremental Revolving Commitments, the Issuing Bank (any such bank or other financial institution being called an "Additional Lender"), to extend commitments under the Incremental Facility, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a portion of any such Incremental Facility. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and each Additional Lender shall become a Lender under this Agreement, pursuant to an amendment (an "Incremental Facility Amendment") to this Agreement and, as appropriate, the other Loan Documents, executed and delivered by the Borrower, each Incremental existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and each the other Loan Documents to the extent (but only to the extent) necessary to effect the provisions of which shall be recorded in the Register and each this Section. The effectiveness of any Incremental Lender Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 2.17(g), and 4.02 (iv) it being understood that all references to "the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations date of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent such Borrowing" in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments 4.02 shall be deemed to be refer to the effective as date of such Incremental Facility Amendment). The proceeds of the applicable Incremental Revolving Commitment Effective DateFacilities will be used for working capital and other general corporate purposes, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments including consideration for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22Permitted Acquisitions.

Incremental Facilities. (a) Provided that no Default or Event of Default exists or would result therefrom the The Borrower may at any time or from time to time after the Closing Date, by written notice delivered to the Administrative Agent prior (whereupon the Administrative Agent shall promptly deliver a copy to each of the Maturity Date Lenders), request (Ai) the addition of one or more new additional tranches of term loan facilities loans (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, the “Incremental Term Loans”) to the Credit Facilities, (ii) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an “Incremental Revolving Credit Commitment Increase”) or (iii) the addition of one or more Classes of revolving credit commitments (the “Additional/Replacement Revolving Credit Commitments”, and together with the Incremental Term Loans and the Incremental Revolving Credit Commitment Increases, the “Incremental Facilities”; and the commitments in respect thereof are referred to as the “Incremental Commitments”) to the Credit Facilities; provided that, subject to Section 1.10, both at the time of any such request and at the time that any such Incremental Term Loan, Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitment is made or effected (and after giving effect thereto) no Event of Default (or, in the case of any Incremental Facility established to finance an acquisition permitted hereunder or bona fide Investment, no Event of Default under Section 11.1 or 11.5) has occurred and is continuing or would exist; (b) Each tranche of Incremental Term Loans, each tranche of Additional/Replacement Revolving Credit Commitments and each Incremental Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth below) (and in minimum increments of $1,000,000 in excess thereof), and the aggregate amount of the Incremental Term Loans, Incremental Revolving Credit Commitment Increases and the “Incremental Term Commitments”) and/or (B) an increase in Additional/Replacement Revolving Credit Commitments (any such increased Revolving Commitmentsshall not exceed, an “Additional Revolving Commitment” at the time of incurrence thereof and any loans made in respect after giving Pro Forma Effect thereto and the use of the proceeds thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in an aggregate total principal amount not to exceed (1) the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Maximum Net Leverage Ratio is not greater than 3.00 to 1.00Amount at such time; provided that (i) any Incremental Term Loans may be incurred without regard to the Incremental Amount and without regard to whether an Event of Default has occurred and is continuing, to the extent that the Net Cash Proceeds from such request for an Incremental Loan shall be Term Loans are used on the date of incurrence of such Incremental Term Loans to prepay Term Loans in a minimum amount of $10,000,000 (oraccordance with the procedures set forth in Section 5.2(a)(i), if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amountapplicable, and (ii) the Borrower Additional/Replacement Revolving Credit Commitments may not submit more than four such requests during the term of this Agreement. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that be provided without regard to the Incremental Commitments shall be effective, which shall be a date not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered Amount and without regard to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists has occurred and is continuing, to the extent that the existing Revolving Credit Commitments shall be determined permanently reduced in accordance with the time elected for such determination pursuant to Section 2.25), (25.2(e)(ii) both before and after giving effect by an amount equal to the Incremental Commitments, the representations and warranties aggregate amount of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date Additional/Replacement Revolving Credit Commitments so provided. (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier datec) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On each Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunder), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder The Incremental Term Loans (A) shall rank pari passu in Letters right of Creditpayment and of security with the Amendment No. 5 Initial Term Loans, (B) shall be secured only by the Collateral, shall be borrowed only by the Borrower and shall be guaranteed only by the Guarantors, (iiC) participations hereunder in Swing Line Loans. 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 Section 2.22.mature

Incremental Facilities. (a) Provided Xxxx xxx at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or one or more additional revolving facilities or an increase in the amount of the Revolving Credit Facility (each such additional facility or increase being an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”), provided that (i) at the time and after the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default exists or would result therefrom the Borrower may by written notice to the Administrative Agent prior to the Maturity Date request shall have occurred and be continuing (A) one or more new tranches of term loan facilities (any such new tranche, an “Incremental Term Facility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loans, collectively, the “Incremental Loans”, and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”)or, in the case of all event such Incremental CommitmentsFacility is incurred in connection with a Permitted Acquisition or Investment permitted hereunder, in an aggregate total principal amount not to exceed (1) no Default or Event of Default shall have occurred and be continuing at the sum of (x) $350,000,000 minus (y) Incremental Loans previously incurred pursuant time a commitment to clause (x) plus consummate such Permitted Acquisition or Investment is signed and (2) additional amounts so long as after giving effect thereto no Default or Event of Default under Section 6.01(a) or (f) shall have occurred and assuming be continuing at the Commitments are fully drawn) the Maximum Net Leverage Ratio time such Permitted Acquisition or Investment is not greater than 3.00 to 1.00; provided that (i) any such request for an Incremental Loan shall be in a minimum amount of $10,000,000 (or, if less, the remaining portion of the available Incremental Commitment) and integral multiples of $1,000,000 in excess of such amountconsummated), and (ii) the Borrower may aggregate principal amount of the Incremental Facilities shall not submit more than four exceed the greater of (x) (A) $750,000,000 less the aggregate principal amount of Incremental Facilities and Incremental Equivalent Debt incurred or issued in reliance on clause (x)(A) above, plus (B) an unlimited amount if, immediately after giving effect thereto (assuming on the effective date thereof (1) the funding in full of an Incremental Revolving Facility and (2) the proceeds from the funding of such requests during Incremental Facility shall not be netted against the term applicable amount of Consolidated Total Debt for purposes of the calculation of the First Lien Net Leverage Ratio or the Senior Secured Net Leverage Ratio, as applicable, set forth in this Agreementparagraph below), (I) in the case of an Incremental Advance secured by Liens that rank pari passu with the Liens securing the Term Facility or the Revolving Credit Facility, the First Lien Net Leverage Ratio determined on a pro forma basis would not exceed 1.50:1.00 and (II) in the case of an Incremental Advance secured by Liens that rank junior to the Liens securing the Term Facility or the Revolving Credit Facility, the Senior Secured Net Leverage Ratio determined on a pro forma basis would not exceed 2.50:1.00 (the sum of the amounts specified in this clause (ii) (less the aggregate principal amount of any Incremental Facility that has become effective on or prior to the date of determination) the “Available Incremental Amount”); it being acknowledged and agreed that, for the avoidance of doubt, the 2018 Term Loan B Facility (as defined in Amendment No. 2), the 2018 Term A Facility Upsize (as defined in Amendment No. 2), the 2018 Revolving Facility Upsize (as defined in Amendment No. 2) and the Revolving Facility Upsize (as defined in Amendment No. 3) are incurred under the incremental ratio prong set forth in clause (B)(I) above. Each such notice shall specify (i) the date (each, an “Incremental Commitment Effective Date”) on which the Borrower proposes that the Incremental Commitments Facility shall be effective, which shall be a date in an aggregate principal amount that is not less than 15 Business Days (or such other date as agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that, 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. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to provide any portion of the applicable Incremental Commitments and, if so, shall specify the amount of such Incremental Commitments it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitments. Such Incremental Commitments shall become effective as of such Incremental Commitment Effective Date; provided that, (i) the Borrower shall pay all reasonable and documented out-of-pocket expenses (including any upfront fees and reasonable and documented fees and out-of-pocket expenses of counsel) of the Incremental Lenders and the Administrative Agent, (ii) the Borrower shall have delivered to the Administrative Agent a certificate dated as of such Incremental Commitment Effective Date and signed by a Financial Officer (x) certifying and attaching the resolutions adopted by the Borrower approving the applicable Incremental Commitments, and (y) certifying that (1) no Default exists on such Incremental Commitment Effective Date before or after giving effect to such Incremental Commitments (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining whether a Default or an Event of Default exists shall be determined in accordance with the time elected for such determination pursuant to Section 2.25), (2) both before and after giving effect to the Incremental Commitments, the representations and warranties of the Loan Parties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Incremental Commitment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, the time elected for determining compliance with representations and warranties required to be true and correct shall be determined in accordance with the time elected for determining compliance therewith pursuant Section 2.25), and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.1 as of the last day of the most recently ended fiscal quarter after giving effect to such Incremental Commitments, calculated assuming the Incremental Commitments are fully drawn (provided, however, that if and to the extent such Incremental Commitments have been requested for the purpose of funding, in whole or in part, a Limited Condition Transaction, such compliance shall be calculated in accordance with the time elected for determining compliance therewith pursuant Section 2.25), (iii) the Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent, executed and delivered by the Borrower, each Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.17(g), and (iv) the Borrower shall deliver or cause to be delivered a certificate as to the foregoing and any legal opinions, reaffirmations of security, reaffirmations of guarantees or other documents reasonably requested $50,000,000 unless approved by the Administrative Agent in connection with any (provided that such transaction. On each Incremental Commitment Effective Date, subject to amount may be less than $50,000,000 if such amount represents all remaining availability under the terms and conditions limit set forth in this Section, each Additional Revolving Commitment shall be a Revolving Commitment and part of the Revolving Facility (and not a separate Facility hereunderpreceding sentence), each Incremental Revolving Lender providing such Additional Revolving Commitment shall be, and have all the rights of, a Revolving Lender, and the Revolving Loans made by it on such Incremental Revolving Commitment Effective Date pursuant to this Section shall be Revolving Loans, for all purposes of this Agreement. Except for purposes of this Section 2.22(a), any Additional Revolving Commitments that are designated as an increase to the Revolving Commitments shall be deemed to be effective as of the applicable Incremental Revolving Commitment Effective Date, and after the effectiveness of such Additional Revolving Commitments, Revolving Commitments for all purposes of this Agreement. On the Incremental Commitment Effective Date, all outstanding Revolving Loans shall be reallocated among the Revolving Lenders (including any Additional Lenders) such that, after giving effect to the Additional Revolving Commitments, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the Revolving Loans. In addition, upon each increase in the Revolving Commitments pursuant to this Section 2.22, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Additional Lender providing a portion of the Additional Revolving Commitments, and each such Additional Lender will automatically and without further action be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, each Revolving Lender (including each Additional Lender) shall hold its pro rata Share of the (i) participations hereunder in Letters of Credit, and (ii) participations hereunder in Swing Line Loans. 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 Section 2.22.