Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. (a) The Borrower may at any time or from time to time after the Restatement Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (i) one or more new term loan commitments of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii): (A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, (B) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment 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 reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.

Incremental Facilities. (a) The Borrower may at any time or from time to time after the Restatement Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (i) one or more new term loan commitments of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii): (A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, (B) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment 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 reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.

Incremental Facilities. (a1) The Parent Borrower may at any time time, or from time to time after the Restatement Datetime, by notice to the Administrative Agent request (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (ix) one or more new additional classes of term loan commitments “A” loans or additional term loans of the same Type as class of any outstanding Loan existing Term A Loans (each, a “Incremental Term Loan IncreaseA Loans”) or (y), or (ii) the addition of one or more new tranches additional classes of term “B” loans (each, an or additional term loans of the same class of any existing Term B Loans ( “Incremental Term Facility”; B Loans” and together with the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitmentsA Loans, “Incremental Term Loans”); ) and (2) the Borrowers may at any time, or from time to time, request (x) one or more increases in the amount of the Revolving Loan Commitments of any class (each such increase, an “Incremental Term FacilitiesRevolving Loan Commitment Increase”) or (y) one or more additional classes of revolving credit commitments ( “Additional/Replacement Revolving Loan Commitments,” and, together with the all Incremental Term Loans and Incremental Revolving Loan Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility); provided that, in the case of each of clauses (i) and (ii): (A) subject to Section 1.4(f11.2(g), at the time that any such Incremental Term Loan, Incremental Revolving Loan Commitment Increase or Additional/Replacement Revolving Loan Commitment is made or effected (and upon the effectiveness of any Incremental Facilitygiving Pro Forma Effect thereto), (x) no Event of Default under subsection 7.1(a), 7.1(f) or 7.1(g) shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other made by any Credit Party contained herein or in Article 4 or any other Credit Loan Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respectswithout duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, the incurrence as of such Incremental Facility; provided thatdate, except (1) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, they shall be date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, ) and (B) the maturity date of any Incremental Facility (i2) that ranks pari passu for purposes of this Section 1.12(a), the representations and warranties contained in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (iiSection 3.11(a) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (Brefer to the most recent statements furnished pursuant to Sections 4.1(a) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lendersrespectively. (bii) Each tranche of Incremental Facilities Term Loans, each tranche of Additional/Replacement Revolving Loan Commitments and each Incremental Revolving Loan Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof 5,000,000 (provided however that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the limit set forth below) (and in minimum increments of $1,000,000 in excess thereof or all remaining availability), and the aggregate amount of the Incremental Cap). Each notice from Term Loans, Incremental Revolving Loan Commitment Increases and the Borrower Additional/Replacement Revolving Loan Commitments (upon giving Pro Forma Effect thereto and to the use of the proceeds thereof) incurred pursuant to this Section 2.21 1.12(a) shall set forth the requested amount and proposed terms not exceed, as of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion date of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt incurrence of such offerIndebtedness or commitments, the sum of (A) the Incremental Starter Amount, plus (B) an aggregate amount of Indebtedness, such then-existing Lenders shall be deemed that, subject to have declined Section 11.2(g), upon giving Pro Forma Effect to such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, incurrence (and any loans made pursuant Specified Transaction to be consummated in connection therewith), the Parent Borrower would be in compliance with (x) in the case of an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “or Incremental Amendment”) to this Agreement andEquivalent Debt, as appropriateapplicable, that is secured by a Lien on the other Collateral pari passu with the Liens securing the Credit DocumentsFacilities, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments First Lien Leverage Ratio as of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment 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 reasonable opinion last day of the Administrative Agent and Test Period most recently ended on or prior to the Borrower, to effect the provisions incurrence of this Section 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible or Incremental Equivalent Debt, calculated on a Pro Forma Basis, as if such incurrence (and transactions) had occurred on the first day of such Test Period, that is no greater than (i) 3.90:1.00 or (ii) if such Incremental Facility or Incremental Equivalent Debt, as applicable, is incurred in connection with any tranche an Acquisition or other permitted Investment, the greater of existing Loans. The Borrower (I) 3.90:1.00 and its Subsidiaries shall use (II) the proceeds First Lien Leverage Ratio immediately prior to the incurrence of such Incremental Facility or Incremental Equivalent Debt, as applicable, and the consummation of such Acquisition or other permitted Investment, (y) in the case of an Incremental Facility or Incremental Equivalent Debt, as applicable, that is secured by a Lien on the Collateral ranking junior to the Liens securing the Credit Facilities, a Senior Secured Leverage Ratio that is no greater than (i) 4.15:1.00 or (ii) if such Incremental Facility or Incremental Equivalent Debt, as applicable, is incurred in connection with an Acquisition or other permitted Investment, the greater of (I) 4.15:1.00 and (II) the Senior Secured Leverage Ratio immediately prior to incurrence of such Incremental Facility or Incremental Equivalent Debt, as applicable, and the consummation of such Acquisition or other permitted Investment or (z) in the case of an Incremental Facility or Incremental Equivalent Debt, as applicable, that is unsecured, a Total Leverage Ratio that is no greater than (i) 4.40:1.00 or (ii) if such Incremental Facility or Incremental Equivalent Debt, as applicable, is incurred in connection with an Acquisition or other permitted Investment, the greater of (I) 4.40:1.00 and (II) the Total Leverage Ratio immediately prior to incurrence of such Incremental Facility or Incremental Equivalent Debt, as applicable, and the consummation of such Acquisition or other permitted Investment (recomputed for the foregoing clauses (x), (y) and (z) as of the last day of the most recently ended period of four consecutive Fiscal Quarters of the Parent Borrower for which financial statements have been delivered) (the sum of clauses (A) and (B) above, the “Incremental Facilities for any purpose not prohibited by this Agreement. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shallCap”; it is understood that, if applicable, be subject to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contraryextent Indebtedness incurred pursuant to clause (A) of this paragraph could subsequently be incurred pursuant to clause (B) of this paragraph, the Parent Borrower shall be permitted to reclassify such Indebtedness from time to time as incurred under clause (B) of this paragraph).

Incremental Facilities. (a) The Borrower This Agreement and the other Loan Documents may be amended at any time or from time to time after the Restatement Date, by notice Closing Date to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (i) add one or more new term loan commitments of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each an “Incremental Term Facility”) and/or increase the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”; each Incremental Term Facility and each Incremental Revolving Increase is an “Incremental Facility”), at the option of the Borrower by an agreement in writing entered into by the Borrower, the Guarantors, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Incremental Facility (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term LoansFacility Amendment”); provided that: (a) the aggregate principal amount of all Incremental Facilities shall not exceed $300,000,000; (b) (i) such Incremental Facility shall be in a minimum principal amount of at least $15 million and integral multiples of $1 million in excess thereof and (ii) there shall be no more than five (5) Incremental Facilitates during the term of this Agreement; CHAR1\1907976v8 (c) no Default shall exist on the effective date of such Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”) in favor of the Borrower in an amount not Facility or would exist after giving effect to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii):; (A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (yd) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any V and the other Credit Document shall be Loan Documents are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, as of the incurrence effective date of such Incremental Facility; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, date (B) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment unless such representations and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans warranties are qualified as to “materiality” or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below“Material Adverse Effect”, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case case, they are true and correct in all respects), and except that for purposes of this Section 2.14, the loans made pursuant to such Incremental Facility representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to be included in such class or tranche refer to the most recent statements furnished pursuant to subsection (a) of Loans for all purposes of this Agreement),Section 6.01; (Fe) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans shall be under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment obligation to participate in such Incremental Facility within ten (10) Business Days after receipt of and any such offer, decision whether to participate in such then-existing Lenders Incremental Facility shall be deemed to have declined in such opportunity Lender’s sole and absolute discretion; (f) each Person participating in such Incremental Facility shall qualify as an Eligible Assignee; (g) the Borrower shall deliver to the Administrative Agent: (i) a certificate of each Loan Party dated as of the date of such Incremental Facility signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facility and (B) certifying that the conditions set forth in Sections 2.14(c) and (d) are true and correct as of such date; (ii) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing a commitment with respect to an Incremental Facility), dated as of the effective date of such Incremental Facility; (h) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to the incurrence of such Incremental Facility the Loan Parties would be deemed in compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis; (i) in the case of an Incremental Term Facility: (i) the final maturity date for such Incremental Term Facility shall not be earlier than the later of the Maturity Date or the final maturity date of any other Incremental Facility; (ii) the weighted average life for such Incremental Term Facility shall not be shorter than the then remaining weighted average life of any other Incremental Term Facility; and (iii) subject to have complied the foregoing clauses, the other terms of such Incremental Term Facility (including interest rate, interest rate margins, interest rate floors, fees, original issue discount, call protection or prepayment penalty, amortization and final maturity date) CHAR1\1907976v8 shall be as agreed by the Borrower and the Persons providing such Incremental Term Facility and approved by the Administrative Agent. (j) in the case of any Incremental Revolving Increase, if any Committed Loans are outstanding on the date of such increase, (x) each Lender providing such Incremental Revolving Increase shall make Committed Loans, the proceeds of which shall be applied by the Administrative Agent to prepay Committed Loans of the existing Lenders, in an amount necessary such that after giving effect thereto the outstanding Committed Loans are held ratably among all of the Lenders with its obligations under this proviso)a Commitment and (y) the Borrower shall pay an amount required pursuant to Section 3.05 as a result of any such prepayment of Committed Loans of existing Lenders. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant The commitments to an Incremental Facility and credit extensions thereunder shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other constitute Commitments and Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if anyExtensions under, and shall be entitled to all the Administrative Agent. Upon the effectiveness of any Incremental Amendmentbenefits afforded by, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment 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 reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this AgreementLoan Documents. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.

Incremental Facilities. (a1) The Parent Borrower may at any time time, or from time to time after the Restatement Datetime, by notice to the Administrative Agent request (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (ix) one or more new additional classes of term loan commitments “A” loans or additional term loans of the same Type as class of any outstanding Loan existing Term A Loans (each, a “Incremental Term Loan IncreaseA Loans”) or (y), or (ii) the addition of one or more new tranches additional classes of term “B” loans (each, an or additional term loans of the same class of any existing Term B Loans ( “Incremental Term Facility”; B Loans” and together with the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitmentsA Loans, “Incremental Term Loans”); ) and (2) the Borrowers may at any time, or from time to time, request (x) one or more increases in the amount of the Revolving Loan Commitments of any class (each such increase, an “Incremental Term FacilitiesRevolving Loan Commitment Increase”) or (y) one or more additional classes of revolving credit commitments ( “Additional/Replacement Revolving Loan Commitments,” and, together with the all Incremental Term Loans and Incremental Revolving Loan Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility); provided that, in the case of each of clauses that (i) and (ii): (A) subject to Section 1.4(f11.2(g), at the time that any such Incremental Term Loan, Incremental Revolving Loan Commitment Increase or Additional/Replacement Revolving Loan Commitment is made or effected (and upon the effectiveness of any Incremental Facilitygiving Pro Forma Effect thereto), (x) no Event of Default under subsection 7.1(a), 7.1(f) or 7.1(g) shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other made by any Credit Party contained herein or in Article 4 or any other Credit Loan Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respectswithout duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, the incurrence as of such Incremental Facility; provided thatdate, except (1) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, they shall be date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, ) and (B) the maturity date of any Incremental Facility (i2) that ranks pari passu for purposes of this Section 1.12(a), the representations and warranties contained in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (iiSection 3.11(a) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (Brefer to the most recent statements furnished pursuant to Sections 4.1(a) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lendersrespectively. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment 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 reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.

Incremental Facilities. (a) The Borrower Borrowers may at any time or from time to time after the Restatement Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (i) add one or more new term loan commitments of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each, each an “Incremental Term Facility”; ) and/or increase the commitments in respect thereof Aggregate Revolving Commitments (each such increase, an “Incremental Term CommitmentsRevolving Increase”; the loans made pursuant to such commitments, “and together with each Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan IncreasesFacility collectively, the “Incremental Facilities”) in favor to this Agreement at the option of the Borrower Borrowers by an agreement in an amount not writing entered into by the Loan Parties, the Administrative Agent and each Person (including any existing Lender) that agrees to exceed the Incremental Cap at the time provide a portion of effectiveness of any such Incremental FacilityFacility (each an “Incremental Facility Amendment”); provided that, in the case of each of clauses : (i) and the aggregate principal amount of all Incremental Facilities incurred after the Third Amendment Effective Date shall not exceed $75,000,000; (ii): (A) subject to Section 1.4(f1.07 (which shall prevail), upon no Default shall exist on the effectiveness effective date of any such Incremental Facility or would exist after giving effect to such Incremental Facility; (iii) subject to Section 1.07 (which shall prevail), (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Loan Party contained in Article 4 V or any other Credit Document Loan Document, or which are contained in any report, certificate or similar document executed and delivered by the Borrowers or any other Loan Party and furnished at any time under or in connection herewith or therewith, or furnished pursuant to Article II, Article V or Sections 7.01, 7.02 or 7.03 of this Agreement, shall be true and correct in all material respects (except for representations on and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, as of the incurrence effective date of such Incremental Facility; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date,; CHAR1\1858684v2 (Biv) the maturity date of no existing Lender shall be under any obligation to provide any Incremental Facility (i) that ranks pari passu in right of payment Commitment and of security with the Loans any such decision whether to provide an Incremental Facility Commitment shall be no earlier than the Maturity Date in such Lender’s sole and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date,absolute discretion; (Cv) any each Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than of at least $5,000,000, 10,000,000 and in an integral multiple multiples of $500,000 in excess thereof thereof; (provided that such amount may be less than $5,000,000 or $2,500,000, vi) each Person providing an Incremental Facility Commitment shall qualify as an Eligible Assignee; (vii) the case may be, if such amount represents all remaining availability under Borrowers shall deliver to the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms Administrative Agent: (A) a certificate of each Loan Party dated as of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion effective date of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt signed by a Responsible Officer of such offerLoan Party (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facility and (2) in the case of the Borrowers, certifying that, before and after giving effect to such then-existing Lenders Incremental Facility, the conditions set forth in clauses (ii) and (iii) of this Section 2.01(c) above are satisfied; (B) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing an Incremental Facility Commitment), dated as of the effective date of such Incremental Facility; and (C) subject to Section 1.07 (which shall prevail), a Pro Forma Compliance Certificate demonstrating that after giving effect to the incurrence of such Incremental Facility on a Pro Forma Basis (and for purposes of the calculations under this clause (C) assuming that any then proposed Incremental Revolving Increase or Incremental Term Facility is fully drawn) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the Applicable Period; (viii) in the case of an Incremental Term Facility: (A) the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Facility shall be deemed to have declined such opportunity as agreed by the Loan Parties and the Borrower Lenders providing such Incremental Term Facility; provided that (1) the final maturity of such Incremental Term Facility shall not be deemed to have complied with its obligations under this proviso). Commitments in respect earlier than the latest maturity date of Incremental Facilities shall become Commitments any outstanding term loan under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and (2) the Administrative Agent. Upon Weighted Average Life to Maturity of such Incremental Term Facility shall not be shorter than the effectiveness Weighted Average Life to Maturity of any outstanding term loan under this Agreement, if any; and (B) such Incremental Amendment, each Additional LenderTerm Facility shall share ratably in any mandatory prepayments of the other term loans, if any, shall become a “Lender” under this Agreement with respect pursuant to its Commitments Section 2.05(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding term loans under this Agreement) and shall have ratable voting rights as the other term loans, if any, under this Agreement (or otherwise provide for more favorable voting rights for the then outstanding term loans under this Agreement). (ix) in the case of any Incremental Revolving Increase: CHAR1\1858684v2 (A) such Incremental Revolving Increase shall have the same terms (including interest rate and interest rate margins but excluding upfront fees payable solely to the Lenders under such Incremental AmendmentRevolving Increase) applicable to the Revolving Commitments and Revolving Loans; (B) if any Revolving Loans are outstanding on the date of such increase, and (1) each Lender providing such Incremental Revolving Increase shall make Revolving Loans, the commitments proceeds of which shall be applied by the Administrative Agent to prepay Revolving Loans of the existing Lenders, in an amount necessary such that after giving effect thereto the outstanding Revolving Loans are held ratably among all of the Lenders agreeing with a Revolving Commitment and (2) the Borrowers shall pay an amount required pursuant to provide Section 3.05 as a result of any such prepayment of Revolving Loans of existing Lenders; and (C) the existing Lenders with a Revolving Commitment shall on the effective date of such Incremental Facilities Revolving Increase be deemed to have made such assignments (which assignments shall become “Commitments” hereunder; not be subject to the requirements set forth in Section 11.06(b)) of the outstanding participation interests in Letters of Credit and any Swing Line Loans to the Lenders providing such Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement Revolving Increase and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent may make such adjustments to the Register as are necessary so that, after giving effect to such assignments and adjustments, each Lender with a Revolving Commitment (including the Borrower, to effect the provisions of this Section 2.21, including increases to scheduled amortization to provide that any Lenders providing such Incremental Facility Revolving Increase) will be fungible with any tranche hold participation interests in Letters of existing Loans. The Borrower Credit and Swing Line Loans equal to its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreementpro rata share thereof. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.

Incremental Facilities. (a) The Borrower may at any time or from time to time after the Restatement Closing Date, by notice to the Administrative Agent Agent, request (whereupon i) the Administrative Agent shall promptly deliver a copy to each establishment of Incremental Term Loan Commitments and/or (ii) during the Lenders)Availability Period, request:the establishment of Incremental Revolving Commitments; provided that (i) one or more new term loan commitments of the same Type except as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and otherwise agreed by the Incremental Term Facilities, together with the Term Loan Increases, the “Lenders providing an Incremental Facilities”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses Facility (i) and (ii): (A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (xy) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and exist after giving effect to, thereto and (z) the conditions set forth in Section 4.2 are satisfied; (ii) on the date of the incurrence or effectiveness of such Incremental FacilityFacility (in the case of the incurrence or effectiveness of Incremental Revolving Commitments, assuming such increase has been drawn in full), the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 6.6 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered pursuant to Section 5.1; provided that, to the extent incurred in connection with an acquisition, at the Borrower’s election, the Borrower’s compliance on a pro forma basis with the financial covenants set forth in Section 6.6 may be determined at the time of the signing of any acquisition agreement with respect thereto or at the time of the closing of such acquisition; provided, further that if the Borrower has made the election to measure such representations compliance on the date of the signing of an acquisition agreement, in connection with the calculation of any ratio with respect to the incurrence of Indebtedness or Liens, or following such date and warranties specifically refer to an until the earlier dateof the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated or expired (but not for the purposes of calculating any financial covenant), they such ratio shall be true and correct in all material respects as calculated on a pro forma basis assuming such acquisition (including the incurrence of such earlier date,Indebtedness) have been consummated; (Biii) the maturity date of any each Incremental Term Loan Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be have an Incremental Term Loan Maturity Date no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Revolving Maturity Date,; (Civ) the interest rate applicable to any Incremental Term Loan Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any or Incremental Facility shall Term Loans will be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as determined by the Borrower and the lenders under Incremental Term Loan Lenders providing such Incremental Term Loan Facility may agree,or Incremental Term Loans; provided that, such interest rate will not be more than 0.50% higher than the corresponding interest rate applicable to any other existing incremental term loans or incremental facility of the same type (e.g., “term loan A” or “term loan B”) (the “Relevant Existing Facility”) unless the interest rate with respect to the Relevant Existing Facility is adjusted to be equal to the interest rate with respect to the relevant Incremental Term Loans or Incremental Term Loan Facility, minus 0.50%; provided, further, that in determining the applicable interest rate under this clause (iv): (w) original issue discount (“OID”) or upfront fees paid in connection with the Relevant Existing Facility or such Incremental Term Loan Facility or Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to or changes in the Applicable Margin with respect to the Relevant Existing Facility that became effective subsequent to the Closing Date but prior to the time of (or concurrently with) the addition of such Incremental Term Loan Facility or Incremental Term Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) in their respective capacities as such in connection with the Relevant Existing Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Incremental Term Loan Facility or Incremental Term Loans shall be excluded and (z) if such Incremental Term Loan Facility or Incremental Term Loans include any interest rate floor greater than that applicable to the Relevant Existing Facility, and such floor is applicable to the Relevant Existing Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase; (Gv) the all Incremental Facilities may shall rank pari passu or junior in right of payment and right of security in respect of the Collateral (if any) with the other Revolving Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and unsecured; provided that to the extent unsecured, any such Incremental Facilities are subordinated or junior in right of payment or right of security they shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, provided further that to the extent any such Incremental Facilities are pari passu in right of security and documented in a separate facility, subject to an intercreditor agreement)separate documentation, and, if guaranteed, the agent for such Incremental Facilities shall not become party to the First Lien Intercreditor Agreement; (vi) no Incremental Facility shall be guaranteed by any Subsidiaries other than the Subsidiary Guarantors,Person which is not a Loan Party; (Hvii) subject the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying to the effect set forth in subclauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with subclause (ii) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.2, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense of the Borrower for the relevant period); (viii) all fees or other payments owing pursuant to this subclause (a)(ii) and Agreement or as otherwise agreed in writing to clause (c) below the Administrative Agent and the preceding subclause applicable Incremental Lenders shall have been paid; and (b), A) the interest rates other terms and amortization schedule applicable to the conditions of any Incremental Revolving Facility shall be identical to those of the Revolving Commitments and Revolving Loans then outstanding, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that the upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Borrower and the lenders thereof, (I) any fees payable in connection with Incremental Revolving Lenders providing such Incremental Facilities Revolving Facility and (B) the other terms and conditions (excluding those referenced in clauses (i) through (viii) above) of such Incremental Term Loan Facility shall be substantially identical to, or (taken as a whole) not materially more favorable (as reasonably determined by the Borrower and Borrower) to the applicable Lender or Additional Lender lenders providing such Incremental Facilities Term Loan Facility than those applicable to the Revolving Loans (except for covenants or other provisions applicable only to periods after the “Incremental Lenders”latest final maturity date other than existing Revolving Loans or Revolving Commitments), (J) any such Incremental Facilities ; provided that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility Term Loans are not, in the good faith determination of the Borrower, not substantially consistent with identical to the terms of applicable to the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J))Revolving Loans, such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) Administrative Agent taking into consideration typical differences between terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents conditions governing revolving credit facilities and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lendersterm loan facilities. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 2.25 shall set forth specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments or the Incremental Revolving Facility shall, as applicable shall be effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the requested amount and proposed terms of the relevant Incremental Facilities. Term Loan Commitments or Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; providedRevolving Commitments, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity as applicable (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment or Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Commitment and understood (y) any Person that the Borrower proposes to become an Incremental Revolving Lender, must be consented to (such consent not to be unreasonably withheld, delayed or conditioned) by the Administrative Agent and each Issuing Bank if such then-existing Lenders fail consent would be required under Section 9.4 for an assignment of Loans or Commitments, as applicable to deliver a commitment to participate in such Lender or Incremental Facility within ten Lender. (10c) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Incremental Commitments in respect of Incremental Facilities Loans shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lender agreeing to provide such Commitment or term loanCommitment, if any, each Additional Lender, Incremental Term Loan Lender (if any) or Incremental Revolving Credit Lender (if any), as applicable, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The . (d) Any Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21Section, including increases (x) imposing “call-protection” applicable to scheduled amortization any exiting term loans in the case of any fungible add-on thereto and (y) limiting the ability of future Incremental Term Loan Facility to provide that have a maturity date prior to the maturity date applicable to any such Incremental Term Loan Facility will be fungible with any tranche of existing Loansthen being established. The Borrower and its Subsidiaries shall Borrowers may use the proceeds of the Incremental Facilities Loans for any purpose not prohibited by this Agreement. (ce) Any loans Upon each increase in the Revolving Commitments pursuant to this Section 2.25, (i) each Lender with a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender in respect of such increase, and each Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Documentary Credits such that, immediately after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Documentary Credits held by each Lender with a Revolving Commitment (including each Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders with Revolving Commitments represented by such Lender’s Revolving Commitment and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such increase in the Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.20. The Administrative Agent and the Borrower under any Incremental Facility Lenders hereby agree that are pari passu with the Loans minimum Borrowing, pro rata Borrowing and pro rata payment requirements contained elsewhere in right of payment and security shall, if applicable, be subject this Agreement shall not apply to an MFN Adjustmentthe transactions effected pursuant to the immediately preceding sentence. (df) During any Secured Covenants Period, any incurrence under an Incremental Facility shall constitute incurrence of First Lien Debt for purposes of Section 6.1(c)(1) and during any Unsecured Covenants Period any incurrence under an Incremental Facility shall constitute incurrence of Indebtedness that is not secured by a Lien on Principal Property or Collateral. (g) This Section 2.21 2.25 shall supersede any provisions in Section 2.14 or Section 10.5 9.1 to the contrary.

Incremental Facilities. (a) The Borrower, on behalf of the Borrower may at and Guarantors, may, on any time or from time to time Business Day after the Restatement Term Loan Commitment Termination Date, by notice to the Administrative Agent request (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (ix) one or more new term loan commitments facilities or (y) an increase of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”) in favor aggregate amount of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of Revolving Credit Commitments or Term Loans (each of clauses (ix) and (y) an “Incremental Facility”); provided, however, that: (i) the aggregate principal amount of Incremental Facilities incurred after the Effective Date shall not exceed $700,000,000; (ii): ) no approval or consent of any Bank shall be required except the Banks providing such Incremental Facility and the consents contemplated by clause (Avi) subject below, (iii) any Incremental Facility shall be in an aggregate amount for all Banks of not less than $50,000,000 (or such lesser aggregate amount for all Banks as may be reasonably acceptable to Section 1.4(fthe Administrative Agent), upon the effectiveness of any Incremental Facility, (xiv) no Default or Event of Default shall have occurred and be continuing at the time of the request or would the effective date of the Incremental Facility or will result therefrom (or, in the case of an Incremental Facility that will be used to finance a Limited Condition Transaction, no Default or Event of Default shall have occurred and be continuing on the LCT Test Date and no Event of Default specified in clauses 6.1(g) and 6.1(h) shall have occurred and be continuing on the date such Limited Condition Transaction is consummated), (yv) the all representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document hereof shall be true and correct in all material respects (except for representations and warranties that are where not already qualified by materiality, which representations and warranties will be true and correct otherwise in all respects) immediately prior to, at the time of such request and after giving effect to, on the incurrence effective date of such Incremental Facility; provided that, to the extent that such Facility (other than representations and warranties specifically refer that relate to an earlier a specific date, they which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date,) (limited in the case of any Limited Condition Transaction to the Specified Representations), and (vi) the Administrative Agent and, solely in the case of an increase of the aggregate amount of the Revolving Credit Commitments, each Letter of Credit Issuer and the Swing Lender shall have provided their written consent (which consents shall not be unreasonably withheld, conditioned or delayed). (Bb) In order to request an Incremental Facility, the maturity Borrower shall deliver written notice to the Administrative Agent at least five (5) Business Days (or such shorter period of time agreed by the Administrative Agent) prior to the desired effective date of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class identifying one or tranche more existing or additional Banks and the amount of Loans for all purposes the Incremental Facility. Upon the effectiveness of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any an Incremental Facility in the form of a “delayed draw” facility may Revolving Credit Commitment increase, the new Banks (or, if applicable, existing Banks) (i) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Bank shall have outstanding its respective Percentage of all Revolving Loans and (ii) shall acquire its Revolver Percentage of all participations in Letter of Credit Outstandings and Swing Loans. It shall be subject a condition to such conditions to borrowing as effectiveness that (i) if any SOFR Loans are outstanding on the Borrower date of such effectiveness, Section 2.13 shall apply and (ii) in the lenders under such case of an Incremental Facility may agree, (G) in the Incremental Facilities may rank pari passu or junior in right form of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdingsa Revolving Credit Commitment increase, the Borrower or shall not have terminated any Subsidiary other than portion of the Collateral or may be unsecured (Revolving Credit Commitments pursuant to Section 2.8 hereof. The Borrower and each Guarantor agree to deliver to the extent unsecured, subordinated or junior Administrative Agent such corporate due diligence documents as the Administrative Agent shall reasonably request in right connection with any Incremental Facility. Promptly upon the effectiveness of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b)Incremental Facility, the interest rates Borrower shall execute and amortization schedule applicable deliver new Notes to the each requesting Bank. The effective date of any Incremental Facility shall be determined agreed upon by the Borrower and the lenders thereof,Administrative Agent. (Ic) any fees payable Commitments in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions respect of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender Guarantor, each Bank agreeing to provide such Commitment or term loanIncremental Facility, if any, each Additional Lendernew Bank, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment mayshall not, without except as specified in the preceding sentence, require the consent of any other LendersBank, and may effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriatenecessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21Section. The Banks hereby authorize the Administrative Agent to execute such other documents, instruments and agreements, including increases security agreements, as may be necessary in the reasonable opinion of the Administrative Agent to scheduled amortization give effect to provide that any such the Incremental Facility will be fungible with any tranche of existing LoansAmendment. The Borrower and its Subsidiaries shall use the proceeds effectiveness of the Incremental Facilities for any purpose not prohibited by this Agreement. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, Amendment shall be subject to an MFN Adjustmentthe satisfaction on the date thereof of such conditions as the parties thereto shall agree. (d) This Section 2.21 shall supersede The Borrower agrees to pay any provisions in Section 2.14 reasonable out‑of‑pocket expenses of the Administrative Agent relating to any Incremental Facility or Section 10.5 Incremental Amendment. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase any of its Commitments and no Commitments shall be increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to provide an Incremental Facility.

Incremental Facilities. (a) The Borrower This Agreement and the other Loan Documents may be amended at any time or from time to time after the Restatement Date, by notice Closing Date to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (i) add one or more new term loan commitments of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”; each Incremental Term Facility and each Incremental Revolving Increase is an “Incremental Facility”), at the option of the Borrower by an agreement in writing entered into by the Borrower, the Guarantors, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Incremental Facility (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term LoansFacility Amendment”); provided that: (a) the aggregate principal amount of all Incremental Facilities shall not exceed $200 million; (b) such Incremental Facility shall be in a minimum principal amount of at least $15 million and integral multiples of $1 million in excess thereof; (c) no Default shall exist on the effective date of such Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”) in favor of the Borrower in an amount not Facility or would exist after giving effect to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii):; (A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (yd) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any V and the other Credit Document shall be Loan Documents are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, as of the incurrence effective date of such Incremental Facility; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, date (Bunless such representations and warranties are qualified as to “materiality” or “Material Adverse Effect”, in which case, they are true and correct in all respects), and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (iib) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility Section 5.05 shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), refer to the most recent statements furnished pursuant to subsections (F) without limiting clauses (A), (Ba) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof,respectively, of Section 6.01; (Ie) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans shall be under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment obligation to participate in such Incremental Facility within ten (10) Business Days after receipt of and any such offer, decision whether to participate in such then-existing Lenders Incremental Facility shall be deemed to have declined in such opportunity Lender’s sole and absolute discretion; (f) each Person participating in such Incremental Facility shall qualify as an Eligible Assignee; (g) the Borrower shall deliver to the Administrative Agent: (i) a certificate of each Loan Party dated as of the date of such Incremental Facility signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facility and (B) certifying that the conditions set forth in Sections 2.14(c) and (d) are true and correct as of such date; (ii) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing an Incremental Facility Commitment), dated as of the effective date of such Incremental Facility; (h) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to the incurrence of such Incremental Facility the Loan Parties would be deemed in compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis; (i) in the case of an Incremental Term Facility: (i) the final maturity date for such Incremental Term Facility shall not be earlier than the later of the Maturity Date or the final maturity date of any other Incremental Facility; (ii) the weighted average life for such Incremental Term Facility shall not be shorter than the then remaining weighted average life of any other Incremental Term Facility; and (iii) subject to have complied the foregoing clauses, the other terms of such Incremental Term Facility (including interest rate, interest rate margins, interest rate floors, fees, original issue discount, call protection or prepayment penalty, amortization and final maturity date) shall be as agreed by the Borrower and the Persons providing such Incremental Term Facility and approved by the Administrative Agent. (j) in the case of any Incremental Revolving Increase, if any Committed Loans are outstanding on the date of such increase, (x) each Lender providing such Incremental Revolving Increase shall make Committed Loans, the proceeds of which shall be applied by the Administrative Agent to prepay Committed Loans of the existing Lenders, in an amount necessary such that after giving effect thereto the outstanding Committed Loans are held ratably among all of the Lenders with its obligations under this proviso)a Revolving Commitment and (y) the Borrower shall pay an amount required pursuant to Section 3.05 as a result of any such prepayment of Committed Loans of existing Lenders. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant The commitments to an Incremental Facility and credit extensions thereunder shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other constitute Commitments and Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if anyExtensions under, and shall be entitled to all the Administrative Agent. Upon the effectiveness of any Incremental Amendmentbenefits afforded by, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment 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 reasonable opinion of Loan Documents. The Lenders hereby authorize the Administrative Agent to enter into, and the BorrowerLenders agree that this Agreement and the other Loan Documents shall be amended by, each Incremental Facility Amendment to the extent the Administrative Agent deems necessary in order to establish the applicable Incremental Facility and to effect such other changes agreed by the provisions of this Section 2.21, including increases to scheduled amortization to provide that any Borrower and the Persons providing such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use approved by the proceeds of Administrative Agent; provided, however, that the Incremental Facilities for Facility Amendment shall not effect any purpose not prohibited by this Agreement. change described in Section 10.01(a) through (cg) Any loans incurred by without the Borrower consent of each Person required to consent to such change under such clause (it being agreed, however, that any Incremental Revolving Increase or establishment of any Incremental Term Facility that are pari passu with the Loans in right will not, of payment and security shall, if applicableitself, be subject deemed to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.effect

Incremental Facilities. (a) The Borrower may at At any time or and from time to time after time, subject to the Restatement Dateterms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: request (i) to add one or more additional tranches of term loan commitments (“Incremental Term Commitments” and the loans made thereunder, the “Incremental Term Loans”) or (ii) one or more new term loan commitments increases in the aggregate principal amount of the same Type as any outstanding Loan Class of Loans (eacheach such increase, a “Term Loan Increase”), or (ii) and together with the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); Commitments and the Incremental Term Facilities, together with the Term Loan IncreasesLoans, the “Incremental FacilitiesExtensions of Credit”) in favor of the Borrower ), in an aggregate principal amount not to exceed the sum of (x) $200,000,000 plus (y) beginning on the first anniversary of the Closing Date, an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Cap Extension of Credit has been funded), the Consolidated Secured Leverage Ratio of Parent, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 4.00 to 1.00; provided that at the time of effectiveness of any each such Incremental Facility; provided that, in the case of each of clauses (i) request and (ii): (A) subject to Section 1.4(f), upon the effectiveness of any the applicable Incremental FacilityFacility Amendment, (xA) no Event of Default shall have has occurred and be is continuing or would shall result therefrom and therefrom, (yB) the representations and warranties of the Borrower Credit Parties set forth in the Credit Documents would be true and each other Credit Party contained correct in Article 4 or all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any other Credit Document such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct or in all respects, as applicable) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, (B) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, immediately preceding clauses (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(iiA) and to clause (c) below and B). In connection with any calculation of the preceding subclause (bConsolidated Secured Leverage Ratio for purposes of this Section 2.22(a), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right cash proceeds of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions Extension of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), Credit will not be deducted from Consolidated Total Indebtedness when making such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders. (b) calculation. Each tranche of Incremental Facilities Term Loans and each Term Loan Increase shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (10,000,000; provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Cap)Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Tranche B Term Loans, (ii) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B Term Loans and (iii) other than amortization, pricing, maturity date or prepayment premiums, shall have the same terms as the Tranche B Term Loans; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan exceeds the Weighted Average Yield relating to the Tranche B Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche B Term Loans shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche B Term Loans by more than 0.50%; provided, however, that any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche B Term Loans or the Revolving Loans, as applicable, (B) any Incremental Term Loan shall not have a final maturity date earlier than the Tranche B Term Loan Maturity Date and (C) any Incremental Term Loan shall not have a weighted average life to maturity that is shorter than the weighted average life to maturity of the then-remaining Tranche B Term Loans. Any term loans incurred by the Borrower pursuant to a Term Loan Increase shall have the same terms as the Term Loans of the Class the principal amount of which is so increased pursuant to such Term Loan Increase. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate Class of Commitments and Loans for all purposes of this Agreement. (c) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental FacilitiesExtension of Credit. Incremental Facilities may be made by any Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (it being understood that no any such bank, financial institution, existing Lender will have or other Person being called an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any “Additional Lender; provided”) and, that the then-existing Lenders if not already a Lender, shall be offered an opportunity to participate in any Incremental Facility prior to any Additional become a Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Parent, the Borrower, each such Additional Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments under this Agreement upon the effectiveness of any the applicable Incremental Facility Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such . An Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the or any other Credit Documents Document as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this AgreementSection. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.

Incremental Facilities. (a) The Borrower may at At any time or and from time to time after time, subject to the Restatement Dateterms and conditions set forth herein, the Initial Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request: (i) request to incur one or more new term loan commitments of increases in the same Type as any outstanding Loan Revolving Credit Commitments (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Revolving Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan Increases, ” or the “Incremental Facilities”) in favor of ); provided, that on the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case date of each of clauses (i) such request and (ii): (A) subject to except as otherwise provided below in Section 1.4(f2.20(c), upon the effectiveness of any each Incremental FacilityFacility Amendment, (xi) no Default or Event of Default shall have has occurred and be is continuing or would shall result therefrom therefrom, and (yii) the representations and warranties of made by any Loan Party in or pursuant to the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be Loan Documents being true and correct in all material respects (on and as of such date as if made on and as of such date, except for representations and warranties that are already qualified by materialityexpressly stated to relate to a specific earlier date, in which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that, to the extent that case such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, date (B) provided, that in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”). Notwithstanding anything to the maturity date contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facilities shall not exceed, at any Incremental Facility time the greater of (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date $50.0 million and (ii) that ranks junior in right of payment and of security with such amount as would not cause the Loans or is unsecured shall be no earlier Total Revolving Credit Commitments to exceed the Aggregate Borrowing Base by more than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall$50.0 million, in each case, be deemed as of the date of effectiveness of such Incremental Facility (after giving effect to be satisfactory to the Requisite Lenders. (b) Each tranche of any change in any Borrowing Base resulting from any acquisition or other transaction occurring substantially contemporaneously with such Incremental Facilities Facility). All Incremental Revolving Commitments shall be in an integral multiple of $1.0 million and in an aggregate principal amount that is not less than $5,000,0005.0 million (or in such lesser minimum amount agreed by the Administrative Agent); provided, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, applicable minimum amount if such amount represents all the remaining availability under in respect of the Incremental CapFacilities. (b) Any Incremental Revolving Commitment shall be on terms identical to the Revolving Credit Commitments, including with respect to having the same Guarantors and being secured by the same Collateral on a pari passu basis with all other Obligations, and, for the avoidance of doubt, such Incremental Revolving Commitment shall be deemed a Revolving Credit Commitment pursuant to the applicable Incremental Facility Amendment (it being understood that an Incremental Facility establishing Incremental Revolving Commitments will not create a separate Revolving Credit Facility and such Incremental Revolving Commitments be deemed a part of the Revolving Credit Facility); provided, that the Applicable Margin and the Facility Fee Rate, in each case applicable to the Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility, may be increased, without the consent of any Lender, in connection with the incurrence of any Incremental Revolving Commitment such that the Applicable Margin and the Facility Fee Rate of such Revolving Credit Commitments are identical to those of the Incremental Revolving Commitments. With the consent of each applicable Issuing Bank, a portion of any Incremental Revolving Commitment may increase the LC Sublimit. A portion designated by the Initial Borrower of up to 30% of any Incremental Revolving Commitment may increase the Canadian ABL Sublimit. (c) Each notice from the any Borrower pursuant to this Section 2.21 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental FacilitiesRevolving Commitments. Any Additional Lenders that elect to extend Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders Revolving Commitments shall be offered an opportunity reasonably satisfactory to participate in any Incremental Facility prior to any Holdings and the Initial Borrower, and (unless such Additional Lender being offered such opportunity is already a Lender or an Affiliate of a Lender) the Administrative Agent and each Issuing Bank (it being agreed and understood that in each case, any approval thereof not to be unreasonably withheld, delayed or conditioned), and, if such then-existing Lenders fail to deliver not already a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offerLender, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations become a Lender under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made Agreement pursuant to an Incremental Facility Amendment. Each Incremental Facility shall become Loans under this Agreement, effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed by Holdings, the BorrowerBorrowers, each such Additional Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, Lenders and the Administrative Agent. Upon the effectiveness of any No Incremental Amendment, each Additional Lender, if any, Facility Amendment shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment may, without require the consent of any Lenders or any other LendersPerson other than Holdings, effect the Initial Borrower, the Administrative Agent and the Additional Lenders with respect to such Incremental Facility Amendment. The Lenders hereby irrevocably authorize the Administrative Agent to enter into Incremental Facility Amendments and, as appropriate, amendments to this Agreement and the other Credit Loan Documents as may be necessary in order to establish new tranches or appropriate, sub-tranches in respect of the existing Revolving Credit Commitments and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent Agent, Holdings and the Borrower, applicable Borrower to effect the provisions of this Section 2.21, 2.20 (including increases to scheduled amortization to provide that for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). No Lender shall be obligated to provide any such Incremental Facility will be fungible with Revolving Commitments, unless it so agrees. Commitments in respect of any tranche of existing LoansIncremental Revolving Commitments shall become Commitments under this Agreement. The Borrower and its Subsidiaries shall use the proceeds effectiveness of the Incremental Facilities for any purpose not prohibited by this Agreement. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security Amendment shall, if applicableunless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to (i) the payment in full of all fees and expenses owing to the Administrative Agent and the Additional Lenders in respect of such Incremental Facility, to the extent invoiced prior to such date, and (ii) the satisfaction or waiver on the date of the effectiveness of the Incremental Revolving Commitments thereunder (each, an MFN Adjustment“Incremental Facility Closing Date”) of (x) the representations and warranties made by any Loan Party in or pursuant to the Loan Documents being true and correct in all material respects on and as of the Incremental Facility Closing Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided, that in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”; provided, further, that, notwithstanding anything in this Section 2.20 or Section 4.2(a) to the contrary, in connection with the effectiveness of any Incremental Revolving Commitments being used to fund all or a portion of a Limited Conditionality Transaction or the funding of Revolving Credit Loans or other extensions of credit to fund such Limited Conditionality Transaction in an amount not to exceed the amount of such Incremental Revolving Commitments (a “Specified Extension of Credit”), the only representations and warranties that will be required to be true and correct in all material respects as a condition to effectiveness of such Incremental Revolving Commitments as of the applicable Incremental Facility Closing Date or as a condition to the funding of such Specified Extension of Credit as of the date thereof (the “Specified Incremental Facility Funding Date”) shall be (a) the Specified Representations and (b) with respect to a Permitted Acquisition or other Investment permitted under Section 6.7, such of the representations and warranties made by or on behalf of the applicable acquired company or business (or the seller thereof) in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the Initial Borrower (or any Subsidiary of Holdings or the Initial Borrower) has the right to terminate the obligations of Holdings, the Initial Borrower or such Subsidiary under such acquisition agreement or not consummate such acquisition as a result of the inaccuracy of such representations or warranties in such acquisition agreement) and (y) no Event of Default having occurred and being continuing on the Incremental Facility Closing Date after giving effect to the Incremental Facility requested to be made on such date; provided, that notwithstanding anything in this Section 2.20 or Section 4.2(b) to the contrary, in the case of any Incremental Revolving Commitment being used to fund all or a portion of a Limited Conditionality Transaction, to the extent agreed to by the lenders and other investors providing such Incremental Facilities, the condition under this clause (ii)(y) or Section 2.20(a) to the effectiveness of such Incremental Revolving Commitment or under Section 4.2(b) to the making of any Specified Extension of Credit thereunder shall instead be no Specified Default having occurred and being continuing on the applicable Incremental Facility Closing Date or the applicable Specified Incremental Facility Funding Date, as the case may be, and after giving effect thereto. To the extent reasonably requested by the Administrative Agent, the effectiveness of an Incremental Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1, with respect to the Borrowers and the Restricted Subsidiaries. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.20, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Commitment (each an “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Initial Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to any Incremental Revolving Commitment, the outstanding Revolving Credit Loans are held by the Revolving Credit Lenders in accordance with their respective Applicable Percentages. The foregoing may be accomplished at the discretion of the Administrative Agent, following consultation with the Initial Borrower, (A) by requiring the outstanding Revolving Credit Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (B) by causing non-increasing Revolving Credit Lenders to assign portions of their outstanding Revolving Credit Loans to new or increasing Revolving Credit Lenders, (C) by a combination of the foregoing or (D) by any other means agreed to by the Administrative Agent and the Initial Borrower, and any such prepayment or assignment shall be subject to Section 2.15 but shall otherwise be without premium or penalty. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to the immediately preceding sentence. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 Notwithstanding anything to the contrarycontrary in this Agreement, with respect to any Incremental Facility the proceeds of which are to be used by the Initial Borrower or any other Borrower Group Member to finance, in whole or in part, a Permitted Acquisition, other Investment permitted under Section 6.7 or a Specified Prepayment permitted under Section 6.8 (a “Limited Conditionality Transaction”), for purposes of determining (x) compliance with the Financial Covenant or any financial ratio, (y) accuracy of representations and warranties (other than Specified Representations which shall be accurate in all material respects as of the Incremental Facility Closing Date) or occurrence of a Default or Event of Default (other than a Specified Default), or (z) Excess Availability or availability under baskets (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets or based on the Payment Conditions), in each case, in connection with such Permitted Acquisition, Investment or Specified Prepayment, and any related incurrence of Indebtedness or Liens under Section 6.2, 6.3 or 6.10, the Initial Borrower shall have the option of making the applicable determinations under this Agreement as of the date the definitive agreement for such Permitted Acquisition or permitted Investment is executed, or the redemption or prepayment notice is given for such Specified Prepayment (and the applicable financial ratios, Excess Availability or basket shall be calculated as if the Limited Conditionality Transaction and other Pro Forma Transactions in connection therewith, were consummated on such date until consummated or terminated); provided that (i) Excess Availability is subject to the limits of the Acquired Asset Borrowing Base, if applicable, (ii) the foregoing clause (d) shall be not applicable for purposes of Section 4.2 (it being understood that the provisions of Section 2.20(c) shall be applicable to Sections 4.2(a) and (b)) and (iii) if the Initial Borrower elects to have such determinations occur as of the date such definitive agreement or redemption or prepayment notice, any related incurrence of Indebtedness or Liens shall be deemed to have occurred on such date and outstanding thereafter for purposes of subsequently calculating any ratios under this Agreement after such date and before the consummation of such Limited Conditionality Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated EBITDA for purposes of other incurrences of Indebtedness or Liens or determining the permissibility of other transactions (not related to such Limited Conditionality Transaction) shall not reflect such Limited Conditionality Transaction until it is closed.

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may at any time or from time to time after agree that such Lenders shall make, obtain or increase the Restatement Dateamount of their Incremental Term Loans or Revolving Commitments, as applicable, by notice executing and delivering to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: an Increased Facility Activation Notice specifying (i) one the amount of such increase and the Facility or more new term loan commitments of the same Type as any outstanding Loan (eachFacilities involved, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans applicable Increased Facility Closing Date and (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”iii) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii): (A) subject to Section 1.4(f), upon the effectiveness of any Incremental FacilityTerm Loans, (x) no Event of Default shall have occurred and be continuing or would result therefrom and the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b), and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) no Default or Event of Default exists or shall exist immediately before or after giving effect to the making of such Incremental Term Loans or such increase in Revolving Commitments or the making of any Revolving Loans in respect of such increased Revolving Commitments, (ii) each of the representations and warranties of made by any Loan Party in or pursuant to the Borrower and each other Credit Party contained in Article 4 or any other Credit Document Loan Documents shall be true and correct in all material respects (except for representations on and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence as of such Incremental Facility; provided thatdate as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, they in which case it shall be true and correct in all material respects as if made on and as of such earlier date, , (Biii) after giving effect to the making of such Incremental Term Loans or such increase in Revolving Commitments (assuming the full drawing of Revolving Loans in respect of such increased Revolving Commitments), the Borrower shall be in Pro Forma Compliance with the Financial Covenants for the Relevant Reference Period, (iv) the maturity date total yield (calculated for both the Incremental Term Loans and the Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Term Loans shall be no earlier not exceed the total yield for the existing Term Loans by more than the Maturity Date and 0.50% per annum (ii) it being understood that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility such increase may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in take the form of a original issue discount (“delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreementOID”), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject with OID being equated to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be in a manner determined by the Borrower and Administrative Agent based on an assumed four-year life to maturity or the lenders thereof, (I) any fees payable Incremental Term Maturity Date, whichever is shorter), unless the Applicable Margin for the Term Loans has been increased pursuant to an amendment to this Agreement so that the total yield in connection with respect of such Incremental Facilities Term Loans is no higher than the total yield for the existing Term Loans minus 0.50% per annum, (iv) for the avoidance of doubt, all of the terms of any increased Revolving Commitments shall be determined by the Borrower same as the terms of the existing Revolving Commitments prior to such increase and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (Kv) to the extent that the terms and conditions of any Incremental Term Facility are not, in the good faith determination of the Borrower, substantially not consistent with the terms of the Loans Initial Term Facility (except as provided for in to the preceding clauses extent permitted by clause (B), (C), (G), (H), (Iiii) or (J)vi) above), such terms and conditions they shall be reasonably satisfactory to the Requisite Administrative Agent. Notwithstanding the foregoing, (i) without the consent of the Required Lenders; it being understood that , the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $75,000,000 and (1ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any Incremental Facility may provide for the ability obligation to participate with respect in any increase described in this paragraph unless it agrees to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained do so in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lendersits sole discretion. (b) Each tranche Any additional bank, financial institution or other entity which, with the consent of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each the Administrative Agent (which consent shall not be unreasonably withheld) and, with regard to increased Revolving Commitments to the extent such consent would be required with respect to an assignment pursuant to Section 10.6, the Swingline Lender agreeing to provide such Commitment or term loan, if any, each Additional and Issuing Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall elects to become a “Lender” under this Agreement in connection with respect to its Commitments under any transaction described in Section 2.24(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such Incremental Amendmentbank, and the commitments of the Lenders agreeing to provide such Incremental Facilities financial institution or other entity (a “New Lender”) shall become “Commitments” hereunder; a Lender for all purposes and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment may, without to the consent same extent as if originally a party hereto and shall be bound by and entitled to the benefits of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. (c) Any loans incurred Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date with respect to the Revolving Facility, the Borrower shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Incremental Facility that are pari passu with Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in right the same Eurodollar Tranche (or, until the expiration of payment the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and security shall, if applicable, be subject to an MFN Adjustmentthe relevant Lender). (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 Notwithstanding anything to the contrarycontrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

Incremental Facilities. (a) The Borrower may at any time or from time to time after the Restatement Closing Date, by notice to the Administrative Agent Agent, request (whereupon i) the Administrative Agent shall promptly deliver a copy to each establishment of Incremental Term Loan Commitments and/or (ii) during the Lenders)Availability Period, request:the establishment of Incremental Revolving Commitments; provided that (i) one or more new term loan commitments of the same Type except as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and otherwise agreed by the Incremental Term Facilities, together with the Term Loan Increases, the “Lenders providing an Incremental Facilities”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses Facility (i) and (ii): (A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (xy) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and exist after giving effect to, thereto and (z) the conditions set forth in Section 4.2 are satisfied; (ii) on the date of the incurrence or effectiveness of such Incremental FacilityFacility (in the case of the incurrence or effectiveness of Incremental Revolving Commitments, assuming such increase has been drawn in full), the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 6.6 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered pursuant to Section 5.1; provided that, to the extent incurred in connection with an acquisition, at the Borrower’s election, the Borrower’s compliance on a pro forma basis with the financial covenants set forth in Section 6.6 may be determined at the time of the signing of any acquisition agreement with respect thereto or at the time of the closing of such acquisition; provided, further that if the Borrower has made the election to measure such representations compliance on the date of the signing of an acquisition agreement, in connection with the calculation of any ratio with respect to the incurrence of Indebtedness or Liens, or following such date and warranties specifically refer to an until the earlier dateof the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated or expired (but not for the purposes of calculating any financial covenant), they such ratio shall be true and correct in all material respects as calculated on a pro forma basis assuming such acquisition (including the incurrence of such earlier date,Indebtedness) have been consummated; (Biii) the maturity date of any each Incremental Term Loan Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be have an Incremental Term Loan Maturity Date no earlier than the Revolving Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the 2019 Incremental Term Loan Maturity Date,; (Civ) the interest rate applicable to any Incremental Term Loan Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any or Incremental Facility shall Term Loans will be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as determined by the Borrower and the lenders under Incremental Term Loan Lenders providing such Incremental Term Loan Facility may agree,or Incremental Term Loans; provided that, such interest rate will not be more than 0.50% higher than the corresponding interest rate applicable to any other existing incremental term loans or incremental facility of the same type (e.g., “term loan A” or “term loan B”) (the “Relevant Existing Facility”) unless the interest rate with respect to the Relevant Existing Facility is adjusted to be equal to the interest rate with respect to the relevant Incremental Term Loans or Incremental Term Loan Facility, minus 0.50%; provided, further, that in determining the applicable interest rate under this clause (iv): (w) original issue discount (“OID”) or upfront fees paid in connection with the Relevant Existing Facility or such Incremental Term Loan Facility or Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to or changes in the Applicable Margin with respect to the Relevant Existing Facility that became effective subsequent to the Closing Date but prior to the time of (or concurrently with) the addition of such Incremental Term Loan Facility or Incremental Term Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) in their respective capacities as such in connection with the Relevant Existing Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Incremental Term Loan Facility or Incremental Term Loans shall be excluded and (z) if such Incremental Term Loan Facility or Incremental Term Loans include any interest rate floor greater than that applicable to the Relevant Existing Facility, and such floor is applicable to the Relevant Existing Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase; (Gv) the all Incremental Facilities may shall rank pari passu or junior in right of payment and right of security in respect of the Collateral (if any) with the other Revolving Loans and, if secured, shall not be secured by any property or assets of Holdings, and the Borrower or any Subsidiary other than the Collateral 2019 Incremental Term Loans or may be unsecured (and unsecured; provided that to the extent unsecured, any such Incremental Facilities are subordinated or junior in right of payment or right of security they shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, provided further that to the extent any such Incremental Facilities are pari passu in right of security and documented in a separate facility, subject to an intercreditor agreement)separate documentation, and, if guaranteed, the agent for such Incremental Facilities shall not become party to the First Lien Intercreditor Agreement; (vi) no Incremental Facility shall be guaranteed by any Subsidiaries other than the Subsidiary Guarantors,Person which is not a Loan Party; (Hvii) subject the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying to the effect set forth in subclauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with subclause (ii) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.2, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense of the Borrower for the relevant period); (viii) all fees or other payments owing pursuant to this subclause (a)(ii) and Agreement or as otherwise agreed in writing to clause (c) below the Administrative Agent and the preceding subclause applicable Incremental Lenders shall have been paid; and (b), A) the interest rates other terms and amortization schedule applicable to the conditions of any Incremental Revolving Facility shall be identical to those of the Revolving Commitments and Revolving Loans then outstanding, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that the upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Borrower and the lenders thereof, (I) any fees payable in connection with Incremental Revolving Lenders providing such Incremental Facilities Revolving Facility and (B) the other terms and conditions (excluding those referenced in clauses (i) through (viii) above) of such Incremental Term Loan Facility shall be substantially identical to, or (taken as a whole) not materially more favorable (as reasonably determined by the Borrower and Borrower) to the applicable Lender or Additional Lender lenders providing such Incremental Facilities Term Loan Facility than those applicable to the Revolving Loans (except for covenants or other provisions applicable only to periods after the “Incremental Lenders”latest final maturity date other than existing Revolving Loans or Revolving Commitments), (J) any such Incremental Facilities ; provided that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility Term Loans are not, in the good faith determination of the Borrower, not substantially consistent with identical to the terms of applicable to the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J))Revolving Loans, such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) Administrative Agent taking into consideration typical differences between terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents conditions governing revolving credit facilities and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lendersterm loan facilities. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 2.25 shall set forth specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments or the Incremental Revolving Facility shall, as applicable shall be effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the requested amount and proposed terms of the relevant Incremental Facilities. Term Loan Commitments or Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; providedRevolving Commitments, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity as applicable (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment or Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Commitment and understood (y) any Person that the Borrower proposes to become an Incremental Revolving Lender, must be consented to (such consent not to be unreasonably withheld, delayed or conditioned) by the Administrative Agent and each Issuing Bank if such then-existing Lenders fail consent would be required under Section 9.4 for an assignment of Loans or Commitments, as applicable to deliver a commitment to participate in such Lender or Incremental Facility within ten Lender. (10c) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Incremental Commitments in respect of Incremental Facilities Loans shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lender agreeing to provide such Commitment or term loanCommitment, if any, each Additional Lender, Incremental Term Loan Lender (if any) or Incremental Revolving Credit Lender (if any), as applicable, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The . (d) Any Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21Section, including increases (x) imposing “call-protection” applicable to scheduled amortization any exiting term loans in the case of any fungible add-on thereto and (y) limiting the ability of future Incremental Term Loan Facility to provide that have a maturity date prior to the maturity date applicable to any such Incremental Term Loan Facility will be fungible with any tranche of existing Loansthen being established. The Borrower and its Subsidiaries shall Borrowers may use the proceeds of the Incremental Facilities Loans for any purpose not prohibited by this Agreement. (ce) Any loans Upon each increase in the Revolving Commitments pursuant to this Section 2.25, (i) each Lender with a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender in respect of such increase, and each Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Documentary Credits such that, immediately after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Documentary Credits held by each Lender with a Revolving Commitment (including each Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders with Revolving Commitments represented by such Lender’s Revolving Commitment and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such increase in the Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.20. The Administrative Agent and the Borrower under any Incremental Facility Lenders hereby agree that are pari passu with the Loans minimum Borrowing, pro rata Borrowing and pro rata payment requirements contained elsewhere in right of payment and security shall, if applicable, be subject this Agreement shall not apply to an MFN Adjustmentthe transactions effected pursuant to the immediately preceding sentence. (df) During any Secured Covenants Period, any incurrence under an Incremental Facility shall constitute incurrence of First Lien Debt for purposes of Section 6.1(c)(1) and during any Unsecured Covenants Period any incurrence under an Incremental Facility shall constitute incurrence of Indebtedness that is not secured by a Lien on Principal Property or Collateral. (g) This Section 2.21 2.25 shall supersede any provisions in Section 2.14 or Section 10.5 9.1 to the contrary.