Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. Borrower may by written notice to Syndication Agent elect to request (A) prior to the Revolving Credit Commitment Maturity Date, an increase to the existing US Revolving Credit Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by an amount not in excess of $100,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders to provide all of the New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.

Incremental Facilities. The Borrower may request, from time to time, on any Business Day prior to the date that is sixty (60) days prior to the Stated Revolving Credit Termination Date by written notice to Syndication the Administrative Agent elect in the form attached hereto as Exhibit G or in such other form acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving Credit desired effective date of such increase (the “Commitment Maturity Date, Amount Increase”) (i) an increase to the then existing US Revolving Credit Commitments (any such increase, the “New Incremental Revolving Loan Credit Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (any such increase, the “New Incremental Term Loan Commitments”), by an amount not in excess of $100,000,000 500,000,000 in the aggregate so that the aggregate Commitments are not in excess of $1,000,000,000 and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amountindividually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower proposes that the New Incremental Revolving Loan Credit Commitments or New Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and (By) the identity of each Lender Lender, or other Person that is an eligible assignee pursuant to Section 14.6(b) Eligible Assignee (each, a an “New Incremental Revolving Loan Lender” or an “New Incremental Term Loan Lender”, as applicable) ), to whom the Borrower proposes any portion of such New Incremental Revolving Loan Credit Commitments or New Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations; provided that Borrower shall first approach the Lenders Administrative Agent may elect or decline to provide all of the New arrange such Incremental Revolving Loan Credit Commitments or New Incremental Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that in its sole discretion, and any Lender approached to provide all or a portion of the New Incremental Revolving Loan Credit Commitments or New Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Revolving Loan Credit Commitment or a New an Incremental Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Incremental Term Loans made on an Increased Amount Date shall be designated, designated a separate series identified by the year of maturity of such Incremental Term Loans (or month and year if there are multiple Incremental Term Loans maturing in the same year) (each, a “Series”) of New Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.

Incremental Facilities. Borrower may by written notice to Syndication Administrative Agent elect to request (A) prior to the Revolving Credit Commitment Maturity Termination Date, an increase to the existing US Revolving Credit Loan Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by up to an aggregate amount not in excess equal to the greater of (i) $100,000,000 in 75,000,000 and (ii) such greater amount if as of the aggregate and not less than $25,000,000 individually last day of the most recently ended Fiscal Quarter, the Senior Secured Leverage Ratio (or determined for any such lesser amount which period by reference to the most recently delivered Compliance Certificate calculating on a pro forma basis the Senior Secured Leverage Ratio as of the last day of such Fiscal Quarter) shall be approved by Administrative Agent and Syndication Agent 3.75:1.00 or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior less after giving effect to such date), and integral multiples of $5,000,000 greater amount as if such greater amount were drawn in excess of that amountits entirety. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders GSCP may elect or decline to provide all of the arrange such New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that in its sole discretion and any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that that, both before and after giving effect to such New Term Loan Commitments and New Revolving Loan Commitments as if fully drawn (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 3.2 shall be satisfied; (3) as of the last day of the most recently ended Fiscal Quarter, the Senior Secured Leverage Ratio (determined for any such period by reference to the most recently delivered Compliance Certificate calculating on a pro forma basis the Senior Secured Leverage Ratio as of the last day of such Fiscal Quarter) shall be 4.50:1.00 or less; (4) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 Section 6.7 as of the last day of the most recently ended fiscal quarter Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (45) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent the New Revolving Loan Lender or New Term Loan Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(b2.20(c); (56) Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (67) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Revolving Loan Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the its New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (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 Lender with US Revolving Credit LoansLoan Lender, the respective interests in such Revolving Loan Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as to pricing, amortization and maturity as otherwise set forth herein or in the Joinder Agreement, at the option of Borrower, identical to the existing Tranche B-1 Term Loans to the extent they are secured by the Collateral on a pari passu basis with the or Tranche B-2 Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Term Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Term Loans, and (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Administrative Agent and Administrative Agent, to effect the provision of this Section 2.152.24.

Incremental Facilities. (a) Borrower may at any time or from time to time after the Closing Date, by written notice to Syndication Agent and Administrative Agent elect to request (A) prior to the Revolving Credit Commitment Maturity Termination Date, an increase one or more increases to the existing US Revolving Credit Loan Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by an amount not in excess of $100,000,000 50,000,000 in the aggregate and not less than $25,000,000 10,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 50,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 three (3) Business Days after the date on which such notice is delivered to Syndication Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided provided, that Borrower shall first approach the Lenders Syndication Agent may elect or decline to provide all of the arrange such New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that in its sole discretion and any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 3.2 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 Section 6.7(a) and 10.10 (b) as of the last day of the most recently ended fiscal quarter Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Holdings, Borrower, Syndication Agent each New Revolving Loan Lender or New Term Loan Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(b2.20(c); (5) Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Notwithstanding the provisions of Section 10.5, the Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents, to the extent not adversely affecting the rights of any Lender, Agent or Issuing Lender, as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. . (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Revolving Loan Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit 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. The Administrative Agent and the Lenders hereby agree that the minimum borrowing requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. . (d) Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit LoansLoan Lender, the respective interests in such Revolving Loan Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. . (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall bebe as agreed between the Borrower and the New Term Loan Lenders providing such New Term Loans and New Term Loan Commitments, and, except as otherwise set forth herein or in provided herein, to the Joinder Agreement, extent such terms and provisions are not identical to the terms and conditions of the existing Tranche B Term Loans Loans, shall be reasonably satisfactory to the extent they are secured by Administrative Agent and the Collateral on a pari passu basis with the Term LoansSyndication Agent. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life Weighted Average Life to maturity Maturity of all New Term Loans of any Series shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Revolving Credit Tranche B Term Loans and (except by virtue of amortization of or prepayment of the Terms LoansTranche B Term Loans prior to such date of determination), (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter earlier than the final maturity of the Revolving Credit Loans and the Tranche B Term Loans, (iii) the rate of interest 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 provided, however, that the interest rate margin yield applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or applicable yield payable pursuant to the terms of this Agreement as a result amended through the date of the payment of any fees), be payable such calculation with respect to the Tranche B Term Loans (including any upfront fees or original issue discount payable to the initial Lenders hereunder) plus 0.25% per annum (unless the interest rate margin with respect to the Tranche B Term Loans is concurrently increased so as to be cause the then applicable yield under this Agreement on the Tranche B Term Loans to equal to, or be 0.25% per annum lower than, the interest rate margin yield then applicable to the New Term Loans, provided that such limitation shall not apply Loans (after giving effect to the extent all upfront or similar fees or original issue discount payable with respect to such New Term Loans) minus 0.25%) and (iv) the Unused Availability under the Revolving Facility shall not be less than $20,000,000 after giving effect to any Series of New Term Loans are junior in collateral rights to the and New Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditionsLoan Commitments. 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 Syndication Administrative Agent and Administrative Agent, the Borrower to effect the provision of this Section 2.152.24.

Incremental Facilities. The Borrower may by written notice to Syndication Agent GSCP elect to request (A) prior to the Revolving Credit Commitment Maturity Date, an increase to the existing US Revolving Credit Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”) and/or (prior to the Revolving Commitment Termination Date), by an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Loan Commitments”) the aggregate amount of all such increased commitments and new loans not to exceed $250,000,000. Any such increased commitment or new loan shall be in an amount not in excess of $100,000,000 in the aggregate and not less than $25,000,000 50,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to Syndication Agent GSCP and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, ,” as applicable) to whom the Borrower proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders GSCP may elect or decline to provide all of the arrange such New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that in its sole discretion and any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 3.3 shall be satisfied; (3) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 Section 6.7 as of the last day of the most recently ended fiscal quarter Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, Syndication Agent the New Revolving Loan Lender or New Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register Register, and each New Revolving Loan Lender or New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(b2.20(c); (5) the Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Revolving Loan Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit LoansLoan Lender, the respective interests in such Revolving Loan Lender’s Revolving Credit Loans, in each case Loans subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to substantially the Term Loans to same as the extent they are secured by the Collateral on a pari passu basis with the Tranche B Term Loans. The terms and provisions of the New Revolving Loans shall be identical to substantially the US same as the Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and Loans, the Tranche A Term Loans, the Tranche B Terms Loans, ; (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter earlier than the latest of the final maturity of the Revolving Credit Loans, the Tranche A Term Loans and the Tranche B Term Loans, ; and (iii) the rate of interest yield applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new New Term Lenders and shall be set forth in each applicable Joinder Agreement; provided however provided, however, that the interest rate margin yield applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or applicable yield payable pursuant to the terms of this Agreement as a result amended through the date of the payment of any fees), be payable such calculation with respect to the Tranche B Term Loans (including any upfront fees or original issue discount payable to the initial Lenders hereunder) plus 0.250.50% per annum unless the interest rate margin with respect to the Tranche B Term Loans is increased so as to be cause the then applicable yield under this Agreement on the Tranche B Term Loans to equal to, or be 0.25% per annum lower than, the interest rate margin yield applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) minus 0.25% per annum (the difference between the interest rate on the Tranche B Term Loans prior to the increase described above and the interest rate on the Tranche B Terms Loans after such increase, provided the “Increased Spread”) (in which case the Applicable Margin that such limitation shall not apply to the extent such New calculation of the interest rate on the Tranche A Term Loans are junior shall, in collateral rights the case of each Tier set forth in the table contained in the definition of “Applicable Margin,” be increased by an amount equal to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditionsIncreased Spread. 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 Syndication Administrative Agent and Administrative Agent, to effect the provision provisions of this Section 2.152.24.

Incremental Facilities. Borrower Company may by written notice to Syndication Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the "New Revolving Commitments"), (B) prior to the Revolving Credit Delayed Draw Term Loan Commitment Maturity Termination Date, an increase to the existing US Revolving Credit Delayed Draw Term Loan Commitments (any such increase, the “"New Revolving Delayed Draw Term Loan Commitments”") and/or (BC) the establishment of one or more new term loan commitments (the “"New Term Loan Commitments”"), by an amount not in excess of $100,000,000 300,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 300,000,000 and all such previously issued New Revolving Commitments, New Delayed Draw Term Loan Commitments and New Term Loan Commitments obtained prior to such dateCommitments), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “"Increased Amount Date”") on which Borrower Company proposes that the New Revolving Commitments, New Delayed Draw Term Loan Commitments or the New Term Loan Commitments, as applicable, shall be effectiveeffective and that Loans be made pursuant to the New Term Loan Commitments ("New Term Loans"), which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) (each, a “"New Revolving Loan Lender” ", "New Delayed Draw Term Loan Lender" or “a "New Term Loan Lender”", as applicable) to whom Borrower Company proposes any portion of such New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders to provide all of the New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that that, any Lender -------- approached to provide all or a portion of the New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment, New Delayed Draw Term Loan Commitment or a New Term Loan Commitment. Such New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided -------- that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, Loans each of the conditions set forth in Section 7 3.2 shall be satisfied; (3) Borrower Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 Section 6.6 or 6.7, as applicable, as of the last day of the most recently ended fiscal quarter Fiscal Quarter after giving effect to such New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan CommitmentsCommitments and any Loans made on the Increased Amount Date, as applicable; (4) each increase in the New Revolving Commitments, Delayed Draw Term Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, to Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and Register, each of which shall be subject to the requirements set forth in Section 5.4(b2.19(c); (5) Borrower Company shall make any payments required pursuant to Section 2.11 2.17(c) in connection with the provisions of the New Revolving Loan Commitments or New Delayed Draw Term Loan Commitments, as applicable; and (6) Borrower to the extent deemed necessary by Syndication Agent, in its sole discretion, provisions shall have been made to ensure that no less than 50% of the Revolving Commitments and Delayed Draw Term Loan Commitments, as applicable, remain funded through the Revolving Maturity Date and/or Delayed Draw Term Loan Maturity Date, as applicable, and (7) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Syndication Agent or Administrative Agent in connection with any such transaction. Any Each tranche of New Term Loans made on an Increased Amount Date shall be designatedbe, designated a separate series (a “"Series”") of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Revolving Loan Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “"New Revolving Loan”") shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the Revolving Commitments and all matters relating thereto. On any Increased Amount Date on which New Revolving Delayed Draw Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Delayed Draw Term Loan Lenders shall assign to each of the New Delayed Draw Term Loan Lenders, and each of the New Delayed Draw Term Loan Lenders shall purchase from each of the Delayed Draw Term Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Delayed Draw Term Loan outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Delayed Draw Term Loan will be held by existing Delayed Draw Term Loan Lenders and New Delayed Draw Term Loan Lenders ratably in accordance with their Delayed Draw Term Loan Commitments after giving effect to the addition of such New Delayed Draw Term Loan Commitments to the Delayed Draw Term Loan Commitments, (b) each New Delayed Draw Term Loan Commitment shall be deemed for all purposes a Delayed Draw Term Loan Commitment and each Loan made thereunder (a "New Delayed Draw Term Loan") shall be deemed, for all purposes, a Delayed Draw Term Loan and (c) each New Delayed Draw Term Loan Lender shall become a Lender with respect to the Delayed Draw Term Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a New Term Loan to Company (a “New Term Loan”) in an amount equal to its the extent required to be made under such New Term Loan Commitment of on such Seriesdate, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of Borrower’s Company's notice of each Increased Amount Date and in respect thereof (y) the New Revolving Commitments and the New Revolving Loan Lenders, the New Delayed Draw Term Loan Commitments and the New Revolving Delayed Draw Term Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and, (y) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender's Revolving Loans and (z) in the case of each notice to any Lender with US Revolving Credit LoansDelayed Draw Term Loan Lender, the respective interests in such Delayed Draw Term Loan Lender’s Revolving Credit 's Delayed Draw Term Loans, in each case subject to the assignments contemplated by this Sectionsection. The terms and provisions of the New Term Loans of any Series and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Delayed Draw Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In ; provided that, -------- in any event (i) the weighted average life to maturity amortization of all the New Term Loans of any Series shall be occur no shorter sooner than the weighted average life to maturity proportional amortization of the Revolving Credit Loans and the Terms Delayed Draw Term Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter sooner than the final maturity of the Revolving Credit Loans and the Term Delayed Draw Terms Loans, and (iii) the rate of interest applicable to the New Term Loans of each any Series shall be determined by Borrower Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the applicable rate of -------- ------- interest rate margin applicable to the for New Term Loans of any Series shall not be greater than the highest rate of interest rate that may, under applicable to any circumstances (including, without limitation, any issuance at a discount Revolving Loan or as a result of the payment of any fees), be payable with respect to the Delayed Draw Term Loans Loan plus 0.25---- 0.50% per annum unless the or, if such rate of interest rate is determined by reference to a margin, such margin with respect to the Term Loans is increased so as to shall not be equal to, or be 0.25greater than 0.50% per annum lower than, higher than the interest rate highest margin possibly applicable to the New Revolving Loans or the Delayed Draw Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and the Administrative Agent, to effect the provision of this Section 2.152.2.

Incremental Facilities. The Borrower may by written notice request, from time to Syndication Agent elect time, on any Business Day prior to request the date that is six (A6) months prior to the Revolving Credit Termination Date by written notice to the Administrative Agent in the form attached hereto as Exhibit J or in such other form reasonably acceptable to the Administrative Agent (a “Commitment Maturity Date, Amount Increase Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) (i) an increase to the then existing US Revolving Credit Commitments by an amount not in excess of $150,000,000 (any such increase, the “New Incremental Revolving Loan Credit Commitments”) so that the aggregate Revolving Credit Commitments are not in excess of $300,000,000 and not less than $5,000,000 individually and/or (Bii) the establishment of one or more new term loan commitments or an increase to the existing Term Loans (any such increase, the “New Incremental Term Loan Commitments”), by an amount not in excess of $100,000,000 50,000,00075,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amountindividually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower proposes that the New Incremental Revolving Loan Credit Commitments or New Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and (By) the identity of each Lender Lender, or other Person that is an eligible assignee pursuant to Section 14.6(b) Eligible Assignee (each, a an “New Incremental Revolving Loan Lender” or an “New Incremental Term Loan Lender”, as applicable) ), to whom the Borrower proposes any portion of such New Incremental Revolving Loan Credit Commitments or New Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations; provided that Borrower shall first approach the Lenders Administrative Agent may elect or decline to provide all of the New arrange such Incremental Revolving Loan Credit Commitments or New Incremental Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that in its sole discretion and any Lender approached to provide all or a portion of the New Incremental Revolving Loan Credit Commitments or New Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment (and any Lender may require additional time to review such Commitment Amount Increase Request as needed to determine whether to provide an Incremental Revolving Credit Commitment or a New an Incremental Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Incremental Term Loans made on an Increased Amount Date shall be designated, designated a separate series (each, a “Series”) of New Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), Agreement unless such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Incremental Term Loans are junior in collateral rights being effected as an increase to the existing Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.

Incremental Facilities. Borrower Company may by written notice to Syndication Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the "New Revolving Commitments"), (B) prior to the Revolving Credit Delayed Draw Term Loan Commitment Maturity Termination Date, an increase to the existing US Revolving Credit Delayed Draw Term Loan Commitments (any such increase, the “"New Revolving Delayed Draw Term Loan Commitments”") and/or (BC) the establishment of one or more new term loan commitments (the “"New Term Loan Commitments”"), by an amount not in excess of $100,000,000 300,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 300,000,000 and all such previously issued New Revolving Commitments, New Delayed Draw Term Loan Commitments and New Term Loan Commitments obtained prior to such dateCommitments), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “"Increased Amount Date”") on which Borrower Company proposes that the New Revolving Commitments, New Delayed Draw Term Loan Commitments or the New Term Loan Commitments, as applicable, shall be effectiveeffective and that Loans be made pursuant to the New Term Loan Commitments ("New Term Loans"), which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) (each, a “"New Revolving Loan Lender” ", "New Delayed Draw Term Loan Lender" or “a "New Term Loan Lender”", as applicable) to whom Borrower Company proposes any portion of such New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders to provide all of the New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that that, any Lender -------- approached to provide all or a portion of the New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment, New Delayed Draw Term Loan Commitment or a New Term Loan Commitment. Such New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided -------- that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Commitments, New Delayed Draw Term Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, Loans each of the conditions set forth in Section 7 3.2 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.;

Incremental Facilities. Borrower may by written notice to Syndication Agent elect to request (A) prior to the Revolving Credit Commitment Maturity Date, an increase to the existing US Revolving Credit Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by an amount not in excess of $100,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders to provide all of the New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche D Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Tranche D Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Tranche D Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Tranche D Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Tranche D Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Tranche D Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.

Incremental Facilities. Borrower (a) Company may by written notice to Syndication Administrative Agent elect to request (Ai) from and after the Amendment Agreement Effective Date and prior to the Extended Revolving Credit Commitment Maturity Termination Date, an increase to the existing US Extended Revolving Credit Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (Bii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by an amount not in excess of $100,000,000 0 (it being acknowledged that Tranche C-3 Term Loans in the amount of the Tranche C-3 Term Loan Commitment were extended as New Term Loan Commitments pursuant to the Existing ARCA) in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and for all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amountCommitments. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower Company proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Administrative Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower Company proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders to provide all of the New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 3.2 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 Section 6.10 as of the last day of the most recently ended fiscal quarter Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by BorrowerBorrowers, Syndication Agent the New Revolving Loan Lender or New Term Loan Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(b2.20(c); (5) Borrower Borrowers shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. . (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the Revolving Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit CommitmentsLenders, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Revolving Loan Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Loan Commitments, (bii) each New Revolving Loan Commitment shall be deemed for all purposes a US an Extended Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US an Extended Revolving Credit Loan and (ciii) each New Revolving Loan Lender shall become a an Extended Revolving Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. . (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. . (d) Administrative Agent shall notify Lenders promptly upon receipt of BorrowerCompany’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit LoansLender, the respective interests in such Revolving Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. . (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.Tranche C-2

Incremental Facilities. Prior to the third anniversary of the Closing Date, the Borrower may by written notice to Syndication the Administrative Agent elect to request (A) prior to the Revolving Credit Commitment Maturity Date, an increase to the existing US Revolving Credit Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by up to an aggregate amount not in excess of to exceed $100,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount175,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 five (5) Business Days after the date on which such notice is delivered to Syndication the Administrative Agent. The Administrative Agent and (B) and/or its Affiliates shall use commercially reasonable efforts, with the identity assistance of each Lender or other Person that is an eligible assignee pursuant the Borrower, to Section 14.6(b) (each, arrange a “syndicate of Lenders willing to hold the requested New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or and/or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders to provide all of the (x) any New Revolving Loan Commitments or and/or New Term Loan Commitments prior to approaching on any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, (y) any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan CommitmentCommitment and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender,” as applicable) to whom any portion of such New Revolving Commitments or New Term Loan Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (each of which approvals shall not be unreasonably withheld) unless such New Revolving Loan Lender or New Term Loan Lender is a Lender, an Affiliate of a Lender, or an Approved Fund. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that that, both before and after giving effect to such New Term Loan Commitments and New Revolving Commitments as if fully drawn (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.

Incremental Facilities. Borrower may by written notice to Syndication Administrative Agent elect to request (A) prior to the Revolving Credit Commitment Maturity Termination Date, an increase to the existing US Revolving Credit Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by in an amount not in excess of $100,000,000 in the aggregate and not less than $25,000,000 2,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such dateAgent), and integral multiples of $5,000,000 100,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Administrative Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders Administrative Agent may elect or decline to provide all of the arrange such New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that in its sole discretion and any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.;

Incremental Facilities. Borrower may by written notice to Syndication Agent elect to request (A) prior to the Revolving Credit Commitment Maturity Date, an increase to the existing US Revolving Credit Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by an amount not in excess of $100,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders to provide all of the New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 7 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (5) Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a US Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche C Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Tranche C Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Loans and the Tranche C Term Loans, (iii) the rate of interest 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 that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees), be payable with respect to the Tranche C Term Loans plus 0.25% per annum unless the interest rate margin with respect to the Tranche C Term Loans is increased so as to be equal to, or be 0.25% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Tranche C Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.

Incremental Facilities. Borrower (a) Company may by written notice to Syndication Agent GSCP elect to request (A) prior to the Revolving Credit Commitment Maturity Termination Date, an increase to the existing US Revolving Credit Loan Commitments (any such increase, the “New Revolving Loan Commitments”"NEW REVOLVING LOAN COMMITMENTS") and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”"NEW TERM LOAN COMMITMENTS"), by an amount not in excess of $100,000,000 in the aggregate and not less than $25,000,000 5,000,000 individually (or such lesser amount which shall be approved by Administrative Agent and Syndication Agent GSCP or such lesser amount that shall constitute the difference between $100,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”"INCREASED AMOUNT DATE") on which Borrower Company proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than (ten) 10 Business Days after the date on which such notice is delivered to Syndication Agent GSCP and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) Eligible Assignee (each, a “"New Revolving Loan Lender” REVOLVING LOAN LENDER" or “"New Term Loan Lender”TERM LOAN LENDER", as applicable) to whom Borrower Company proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Borrower shall first approach the Lenders to provide all of the New Revolving Loan Commitments or New Term Loan Commitments prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Revolving Loan or Series of New Term Loans, CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A each of the conditions set forth in Section 7 3.2 shall be satisfied; (3) Borrower Company and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 Section 6.6 on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter Fiscal Quarter after giving effect to any Loans made pursuant to such New Revolving Loan Commitments on the Increased Amount Date or New Term Loan Commitments, as applicableapplicable and after giving effect to use of proceeds thereof; (4) the Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter after giving effect to any Loans made pursuant to such New Revolving Loan Commitments on the Increased Amount Date or New Term Loan Commitments, as applicable and after giving effect to use of proceeds thereof, shall be the Leverage Ratio as set forth for such Fiscal Quarter in Section 6.6(b) minus 0.25; (5) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by BorrowerCompany, Syndication Agent and GSCP, Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b2.20(c) and Section 2.20(d); (56) Borrower Company shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (67) Borrower Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”"SERIES") of New Term Loans for all purposes of this Agreement. . (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with US Revolving Credit Commitments shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with US Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof (together with accrued interest), such interests in the US Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Revolving Credit Loans will be held by existing Revolving Loan Lenders with US Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their US Revolving Credit Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the US Revolving Credit Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a US Revolving Credit Loan Commitment and each Loan made thereunder (a “New Revolving Loan”"NEW REVOLVING LOAN") shall be deemed, for all purposes, a US Revolving Credit 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. . (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”"NEW TERM LOAN") in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A (d) Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s Company's notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Lender with US Revolving Credit LoansLoan Lender, the respective interests in such Revolving Loan Lender’s 's Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. Section 2.25. (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans to the extent they are secured by the Collateral on a pari passu basis with the Tranche B Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the US Revolving Credit Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Credit Loans and the Tranche B Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Credit Tranche B Term Loans and the Term Loans, (iii) the interest rate of interest margins applicable to the New Term Loans of each Series shall be determined by Borrower Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the interest rate margin applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances (including, without limitation, any issuance at a discount or as a result of the payment of any fees)circumstances, be payable with respect to the Tranche B Term Loans plus 0.250.50% per annum unless the interest rate margin with respect to the Tranche B Term Loans Loan is increased so as to be equal to, to or be 0.250.50% per annum lower than, the interest rate margin applicable to the New Term Loans, provided that such limitation shall not apply to the extent such New Term Loans are junior in collateral rights to the Term Loans, in which case customary terms shall apply consistent with the other provisions of this Agreement and the then prevailing market conditions. 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 Syndication Agent and Administrative Agent, to effect the provision of this Section 2.15.