Common use of Incremental Loan Commitments Clause in Contracts

Incremental Loan Commitments. Borrower may, by written notice to Agent (each, an “Incremental Loan Request”), request one or more increases in the Loan Commitment (each, an “Incremental Loan Commitment” and the loans thereunder, each an “Incremental Loan”) at any time; provided that no commitment of any Lender shall be increased without the consent of such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount of the Incremental Loan Commitment being requested (which shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of any Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery of the applicable Incremental Loan Request to Agent, such Incremental Loan Commitment shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental Loans.

Incremental Loan Commitments. (a) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower mayshall, by written notice in consultation with the Administrative Agent, have the right to Agent (each, an “Incremental Loan Request”), request on one or more increases occasions on and after the Effective Date and prior to the Incremental Commitment Termination Date that one or more Lenders (and/or one or more other Persons identified by the Borrower in consultation with the Loan Administrative Agent which are Eligible Transferees and which will become Lenders in accordance with this Agreement) provide Incremental Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental Term Loans pursuant thereto or increase its Credit-Linked Commitment (each, an “Incremental or Revolving Loan Commitment” , as the case may be, it being understood and the loans thereunderagreed, each an “Incremental Loan”however, that (i) at any time; provided that no commitment of any Lender shall be increased obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement as provided in clause (b) of this Section 1.15, such Lender shall not be obligated to fund any Incremental Term Loans or increase its Credit-Linked Commitment or Revolving Loan Commitment; (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of such Lender in such any other Lender’s sole discretion and no Lender shall be required ; (iii) each provision of Incremental Commitments pursuant to participate in any this Section 1.15 on a given date (other than Incremental Loan. Each Incremental Loan Request shall set forth (xCommitments with respect to Refinancing Term Loans) the amount of the Incremental Loan Commitment being requested (which shall be in a minimum aggregate amount (for all Lenders (including Eligible Transferees who will become Lenders)) (x) with respect to Incremental Commitments which increase the Revolving Loan Commitment, of at least $1,000,000 and multiples of $500,000 in excess thereof) 10,000,000 and (y) with respect to other Incremental Commitments, of at least $50,000,000; (iv) the date on aggregate amount of all Incremental Commitments (other than Incremental Commitments with respect to Refinancing Term Loans) permitted to be provided pursuant to this Section 1.15 shall not exceed (x) with respect to Incremental Commitments which increase the Revolving Loan Commitment, $50,000,000 and (y) with respect to other Incremental Commitments, $150,000,000; (v) the upfront fees (if any) payable in respect of the relevant Incremental Commitments, under a New Tranche shall be as set forth in the relevant Incremental Commitment Agreement and shall be payable at the time set forth therein; (vi) if Incremental Term Loans incurred pursuant to an Incremental Commitment are under a New Tranche, the Applicable Margin for such New Tranche of Incremental Term Loans, the Term Loan is requested Maturity Date for such New Tranche and the Scheduled Repayments for such New Tranche and the other terms of such New Tranche shall be set forth in the related Incremental Commitment Agreement and shall be satisfactory in all respects to become effective the Administrative Agent; (vii) the relevant Incremental Commitment Agreement shall specifically set forth the Tranche of the Incremental Commitments being provided thereunder (which, unless otherwise agreed in the case of a Term Loan Tranche, may be an existing Term Loan Tranche (including, without limitation, the Initial Term Loan Tranche); (viii) each Lender agreeing to provide an Incremental Commitment under a Term Loan Tranche, shall make Incremental Term Loans under the Term Loan Tranche specified in the relevant Incremental Commitment Agreement pursuant to Section 1.01(e) and such Loans shall thereafter be deemed to be Incremental Term Loans under the relevant Term Loan Tranche for all purposes of this Agreement and the other Credit Documents; (ix) the Credit-Linked Commitment of each Lender agreeing to provide an Incremental Commitment under the CL Letter of Credit Tranche shall be increased by the amount of such Incremental Commitment specified in the relevant Incremental Commitment Agreement effective on the relevant Incremental Commitment Effective Date and on such date such Lender shall pay to the Administrative Agent such Lender's incremental Credit-Linked Deposit pursuant to Section 2.07(b), such incremental Credit-Linked Deposit to be in an amount equal to such increase; (x) the Revolving Loan Commitment of each Lender agreeing to provide an Incremental Commitment under the Revolving Loan Tranche shall be increased by the amount of such Incremental Commitment specified in the relevant Incremental Commitment Agreement effective on the relevant Incremental Commitment Effective Date; (xi) on each Incremental Commitment Effective Date, the Administrative Agent shall have received an officer's certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, which certificate shall (I) in the event of the incurrence of Incremental Term Loans in connection with a Permitted Roadway Bond Refinancing or any increase in the Revolving Loan Commitment, certify that the Total Leverage Ratio of the Borrower is less than 2:00:1.00 on a Pro Forma Basis after giving effect to the incurrence of the Incremental Term Loans to be incurred and the application of proceeds therefrom, (II) in all cases, certify that the Borrower is in compliance with Sections 9.08 through 9.11 on a Pro Forma Basis after giving effect to the incurrence of the Incremental Term Loans to be incurred and the application of proceeds therefrom or the increase in Credit-Linked Commitment or Revolving Loan Commitment, as the case may be, and (III) be accompanied by financial calculations in form and substance reasonably satisfactory to the Administrative Agent establishing compliance with clauses (I) and (II) above; and (xii) all actions taken by the Borrower pursuant to this Section 1.15 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Incremental Commitments pursuant to this Section 1.15, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee (each, an "Incremental Lender") which agrees to provide an Incremental Commitment shall execute and deliver to the Administrative Agent an Incremental Commitment Agreement substantially in the form of Exhibit O (appropriately completed), with the effectiveness of such Incremental Lender's Incremental Commitment to occur upon delivery of such Incremental Commitment Agreement to the Administrative Agent and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date payment of any fees (including, without limitation, any fees payable pursuant to clause (ii) below) required in connection therewith; (ii) unless waived by the Administrative Agent, the Administrative Agent shall receive from the Borrower (or, to the extent agreed to by the Borrower and the respective Incremental Loan Request Lender, from the respective Incremental Lender) the payment of a non-refundable fee of $3,500 for each Eligible Transferee which becomes a Lender pursuant to this Section 1.15; (iii) the “Incremental Effective Date”)). Upon delivery Borrower and its Subsidiaries shall have delivered such amendments, modifications and/or supplements to the Security Documents as are necessary or in the reasonable opinion of the applicable Incremental Loan Request to Administrative Agent, such Incremental Loan Commitment shall desirable to insure that the additional Obligations to be offered to all Lenders pro rata according incurred pursuant to the respective outstanding principal amounts Incremental Commitments are secured by, and entitled to the benefits of, the Security Documents; (iv) the Administrative Agent shall have received evidence satisfactory to it that the additional Obligations to be incurred pursuant to the Incremental Commitments are permitted by the terms of the Loans outstanding Indebtedness of the Borrower and Loan Commitments held by each Lender its Subsidiaries including, without limitation, the Senior Notes and any Indebtedness incurred pursuant to a Permitted Roadway Bond Refinancing; and (v) the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such other proportion date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03 as may be agreed reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and (i) at such time Schedule 1.01 shall be deemed modified to reflect the Incremental Commitments of such Incremental Lenders under the relevant Tranche or Tranches and (ii) to the extent requested by such Incremental Lenders, the appropriate Notes will be issued, at the Borrower's expense, to such Incremental Lenders, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the Incremental Term Loans made by such Incremental Lenders or the increased Revolving Loan Commitment of such Incremental Lender, as the case may be. (c) In connection with each incurrence of Incremental Term Loans pursuant to Section 1.01(e) under an existing Tranche, the Lenders and the Agent). The Agent shall have up Borrower hereby agree that, notwithstanding anything to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loancontrary contained in this Agreement, the Borrower and the Administrative Agent may offer take all such actions as may be necessary to ensure that all Lenders with outstanding Term Loans under the relevant Tranche continue to participate in each Borrowing of outstanding Term Loans under such Tranche (after giving effect to the incurrence of Incremental Term Loans pursuant to Section 1.01(e)) on a pro rata basis, including by adding the Incremental Term Loans to be so incurred to the then outstanding Borrowings of Term Loans on a pro rata basis even though as a result thereof such new Incremental Term Loan (to the extent required to be maintained as Eurodollar Loans), may effectively have a shorter Interest Period than the then outstanding Borrowings of Term Loans under such Tranche and it is hereby agreed that (x) to the extent any portion then outstanding Borrowings of Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the requested type described in Section 1.11 incurred by such Lenders in connection therewith shall be for the account of the Borrower or (y) to the extent the Incremental Term Loans to be so incurred are added to the then outstanding Borrowings of Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such additional Incremental Term Loans shall be entitled to receive an effective interest rate on such additional Incremental Term Loans as is equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such additional Incremental Term Loans plus the then Applicable Margin for such Tranche of Term Loans until the end of the respective Interest Period or Interest Periods with respect thereto. (d) On the effective date of any increase in the Revolving Loan that is not provided by Commitments pursuant to this Section 1.15, the existing Lenders to new lenders which may join this AgreementBorrower shall, with all terms and conditions to such Incremental Loans remaining unchanged in coordination with the possible exception Administrative Agent, repay outstanding Revolving Loans of any mutually agreed amendments certain of the Lenders with a Revolving Loan Commitment, and incur additional Revolving Loans from certain other Lenders with a Revolving Loan Commitment, in each case to the interest rate extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 1.15) and fees with the Borrower being obligated to be applicable pay to the respective Lenders the costs of the type referred to in Section 1.11 in connection with any such Incremental Loansrepayment and/or Borrowing.

Incremental Loan Commitments. At any time and from time to time on and after the Effective Date and prior to the Term Loan B Maturity Date, the Borrower may, by written notice to Agent (each, an “Incremental Loan Request”), may request that one or more increases in the Loan Commitment Banks or other lending institutions (eacheach such lending institution, an “"Incremental Loan Lending Institution"), as the case may be, (i) enter into commitments to make additional term loans as a Term Loan A or a Term Loan B, subject to all the terms and conditions set forth in this Credit Agreement and the other Credit Documents pertaining to Term Loans A or Term Loans B, as the case may be, (ii) enter into commitments to make additional Revolving Loans, subject to all the terms and conditions set forth in this Credit Agreement and all other Credit Documents pertaining to Revolving Loans and Revolving Loan Commitments and/or (iii) enter into commitments to make new term loans or new revolving loans pursuant to one or more new Tranches hereunder (any such commitment to make additional Term Loans A, Term Loans B, Revolving Loans or other loans hereunder, an "Incremental Loan Commitment” and "); PROVIDED, that (A) any such new Tranche shall have an average life to maturity no shorter than the loans thereunderother Tranches (excluding Swingline Loans) taken as a whole, each an “Incremental Loan”(B) at any time; provided that no commitment the final maturity of any Lender such new Tranche shall be increased without occur no earlier than six months after the consent of such Lender in such Lender’s sole discretion and Term Loan B Maturity Date, (C) no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount of the Incremental Loan Commitment being requested may be added at a time when a Default or Event of Default exists, (which shall be in a minimum D) the aggregate amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such any single Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, Commitment shall not be less than six $25,000,000, (6E) days nor more than sixty (60) days after the date aggregate amount of any all Incremental Loan Request Commitments shall not exceed $300,000,000 and (the “Incremental Effective Date”))F) any such new Tranche that amortizes shall be subject to semi-annual amortization. Upon delivery of the applicable Each Incremental Loan Request Commitment (whether constituting an addition to Agentan existing Tranche or a new Tranche) shall be incorporated into this Agreement pursuant to a supplement or amendment hereto or an amendment and restatement hereof executed and delivered by the Borrower, the Administrative Agent and each Incremental Loan Lending Institution whose Commitment is increasing pursuant thereto, and such Persons are hereby authorized to enter into any such supplement, amendment or amendment and restatement (which shall be binding on all parties), to the extent necessary (but only to the extent necessary) to effect such Incremental Loan Commitment shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansCommitment.

Incremental Loan Commitments. (a) The Borrower may, at any time or from time to time on one or more occasions after the Closing Date, by written notice to the Administrative Agent (eachfrom time to time, an “establish Incremental Loan Request”), request one or more increases Commitments in an amount not to exceed the Loan Commitment (each, an “Incremental Amount available at the time such Incremental Loan Commitment” and the loans thereunder, each an “Incremental Loan”) at any timeCommitments are established; provided that no commitment (i) any Initial Lender may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment and (ii) any Incremental Loan consisting of any Lender New Issue Incremental First-Lien Term Indebtedness shall be increased without subject to the consent Initial Lenders’ right to make a definitive offer to the Borrower on such First-Lien Indebtedness as described in the last paragraph of such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental LoanSection 8.1. Each Incremental Loan Request Such notice shall set forth (xi) the amount of the Incremental Loan Commitment Commitments being requested established (which shall be in minimum increments of $2,000,000 and a minimum amount of $1,000,000 and multiples of $500,000 10,000,000, or equal to the remaining Incremental Amount or, in excess thereof) and each case, such lesser amount approved by the Administrative Agent), (yii) the date on which such Incremental Loan is Commitments are requested to become effective and (iii) whether such Incremental Loan Commitments are to be (x) commitments to make term loans with terms identical (other than principal amount and effective date) to Initial Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Initial Loans (subject to clause (b) below) (“Other Loans”). (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Loan Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Loans; provided that: (A) any commitments to make additional Initial Loans shall have the same terms (other than principal amount and effective date) as the Initial Loans; (B) the Other Loans incurred pursuant to clause (a) of this Section 2.3 shall rank pari passu or, at the option of the Borrower, junior in right of security with the Liens on the Collateral securing the Initial Loans; (C) the final maturity date of any such Other Loans shall be no earlier than the Maturity Date; (D) the Weighted Average Life to Maturity of any such Other Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Loans; (E) such Other Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Loans in any mandatory prepayment hereunder; (F) except as to pricing, amortization, maturity, participation in mandatory prepayments and ranking as to security (which, unless otherwise agreed in each case, subject to the other clauses of this proviso, shall be determined by the Borrower and the Incremental Lenders in their sole discretion), the Other Loans shall have (x) substantially similar terms (and not more burdensome, taken as a whole) as the Initial Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent (acting on the instructions of the Required Lenders); provided that to the extent any Other Loans contain a financial maintenance covenant that is different or more restrictive than the Minimum Cash Balance covenant in Section 7.2, then the this Agreement shall be amended to include such financial maintenance covenant for the benefit of the Lenders; and (G) (i) there shall be no obligor in respect of any Incremental Loan Commitments that is not a Loan Party and (ii) no Incremental Loan Commitments shall be secured by any assets that do not constitute Collateral. Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Loan Commitments evidenced thereby as provided for in Section 12.1(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.3 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent and the Borrower and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Loan Commitment shall become effective under this Section 2.3 unless (i) on the date of such effectiveness the conditions set forth in clauses (o) and (p) of Section 5.1 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower; (ii) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent required by the Incremental Lenders providing such Incremental LoanLoan Commitment, consistent with those delivered on the Closing Date and such additional customary documents and filings (including amendments or supplements to the Security Documents) as the Administrative Agent may reasonably request to assure that the Incremental Loans are secured by the Collateral ratably with (or, to the extent set forth in the applicable Incremental Assumption Agreement, junior to) the Initial Loans and (iii) any fees and expenses owing in respect of such Incremental Loan Commitments and Incremental Loans to the Administrative Agent and the Incremental Lenders hereunder or under the applicable Incremental Assumption Agreement shall not be less than six (6) days nor more than sixty (60) days after have been paid; provided that, if the date proceeds of any Incremental Loan Request are to be used to finance a Permitted Acquisition or Investment in a Person other than a Loan Party or a Subsidiary thereof pursuant to a definitive acquisition agreement, (A) at the “Incremental Effective Date”)). Upon delivery option of the applicable Borrower, the determination of whether clause (i) of this Section 2.3(c) is satisfied shall be made solely at the time of the execution of the definitive acquisition agreement related to such Permitted Acquisition or Investment, and (B) the availability of Incremental Loan Request Commitments may be subject to Agentcustomary “SunGard” provisions, as agreed by the Incremental Lenders providing such Incremental Loan Commitment Commitments. (d) The incurrence of First-Lien Indebtedness under this Section 2.3 shall not cause the Total First-Lien Secured Leverage Ratio to be offered to all Lenders pro rata according greater than 3.00:1.00 on a pro-forma basis giving effect to the respective outstanding principal amounts proposed incurrence of the Loans such First-Lien Indebtedness and Loan Commitments held by each Lender (or in any transaction occurring substantially concurrently with such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental Loansincurrence.

Incremental Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower may, by written notice shall have the right to Agent (each, an “Incremental Loan Request”), request on one or more increases occasions on or after the Syndication Date that one or more Lenders and/or one or more other Eligible Transferees provide Incremental Commitments under any Tranche (including under a New Tranche) and, subject to the terms and conditions contained in the Loan Commitment (each, an “Incremental Loan Commitment” this Agreement and the loans thereunderrelevant Incremental Commitment Agreement, each an “make Incremental Loan”) at any timeTerm Loans, pursuant thereto, or increase its Revolving Loan Commitments; provided that (i) all Incremental Term Loans shall be made prior to the Term Loan Maturity Date and (ii) all increases to any Revolving Loan Commitments shall be made prior to the Revolving Loan Maturity Date; provided further, it being understood and agreed, however, that: (i) no commitment of any Lender shall be increased obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental Term Loans or to increase its Revolving Loan Commitment; (ii) any Lender or other Eligible Transferee may so provide an Incremental Commitment without the consent of such Lender in such any other Lender’s sole discretion and no Lender shall be required ; (iii) each provision of Incremental Commitments pursuant to participate in any this Section 1.14 on a given date pursuant to a particular Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount of the Incremental Loan Commitment being requested (which Agreement shall be in a minimum aggregate amount (for all Lenders and other Eligible Transferees who will become Lenders pursuant thereto) of $25,000,000; (iv) the aggregate amount of $1,000,000 all Incremental Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed the Initial Permitted Amount; provided that so long as the Secured Leverage Ratio is less than 4.00:1.00, calculated on a Pro Forma Basis after giving effect to each incurrence of Incremental Term Loans and multiples to all Incremental Revolving Commitments (for this purpose, treating all Incremental Revolving Commitments, whether furnished as part of $500,000 the Initial Permitted Amount or pursuant to this proviso, as if same were fully drawn as Revolving Loans), pursuant to this proviso, the Borrower may obtain Incremental Commitments in excess thereofof the Initial Permitted Amount (after the Initial Permitted Amount has been utilized) (such amount, the “Additional Permitted Amount”) so long as all proceeds of all Incremental Term Loans incurred pursuant to this proviso are promptly (and in any event within 30 days) used to finance one or more Permitted Acquisitions then being effected and to pay fees and expenses in connection therewith; (v) each Lender agreeing to provide an Incremental Term Loan Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Incremental Term Loans as provided in Section 1.01(e) and such Loans shall thereafter be deemed to be Term Loans for all purposes of this Agreement and the other Credit Documents; (yvi) the date on which Revolving Loan Commitment of each Lender agreeing to provide an Incremental Revolving Commitment shall be increased by the amount of such Incremental Loan is requested to become Revolving Commitment specified in the relevant Incremental Commitment Agreement effective (whichon the date specified in such Incremental Commitment Agreement, unless otherwise agreed by Agent and on the date of such effectiveness, the Borrower shall, in coordination with the Administrative Agent, incur Revolving Loans from the Lenders providing such Incremental LoanCommitments, and/or repay portions of outstanding Borrowings of Revolving Loans, so that each RL Lender will, after giving effect thereto, have a pro rata share (based on the Revolving Loan Commitments after giving effect to the increases pursuant to this Section 1.14) of each outstanding Borrowing of Revolving Loans; (vii) the fees to be paid to any Eligible Transferees in connection with Incremental Commitments that have been requested by the Borrower to provide Incremental Commitments shall be no greater than that to be paid to (or which was offered to) the then existing Lenders providing (or which were requested to provide) any such requested Incremental Commitments; (viii) all Incremental Term Loans and increases to the Revolving Loan Commitment, to be incurred pursuant to Incremental Commitments provided in response to a particular request for same made by the Borrower in accordance with clause (b) of this Section 1.14 shall be incurred pursuant to a single Incremental Commitment Agreement, which may be executed in counterparts; (ix) the Borrower shall be in compliance with the Financial Covenant at such time (calculated on a Pro Forma Basis and assuming that (x) all Incremental Term Loans to be incurred pursuant to such Incremental Commitments (and any other then existing Incremental Commitments) have been incurred and the proceeds thereof applied in a manner as certified to by an Authorized Representative of the Borrower to the Administrative Agent and (y) all Incremental Revolving Commitments, whether furnished as part of the Initial Permitted Amount or pursuant to the proviso to clause (iv) of Section 1.14(a), as if same were fully drawn as Revolving Loans); (x) the relevant Incremental Commitment Agreement shall specifically set forth the Tranche of the Incremental Commitments being provided thereunder, (xi) if Incremental Term Loans incurred pursuant to an Incremental Commitment are under a New Tranche, the Applicable Margins for such New Tranche of Incremental Term Loans, the Incremental Term Loan Maturity Date for such New Tranche and the Scheduled Repayments for such New Tranche and the other terms of such New Tranche shall be set forth in the related Incremental Commitment Agreement and shall be satisfactory in all respects to the Administrative Agent which consent shall not be unreasonably withheld; (xii) the Maturity Date for any Tranche of Incremental Term Loans shall not be prior to the Initial Term Loan Maturity Date, (xiii) the weighted average life to maturity of any Tranche of Incremental Term Loans shall not be less than six the weighted average life to maturity of the Initial Term Loans; and (6xiv) days nor more than sixty all actions taken by the Borrower pursuant to this Section 1.14 shall be taken in coordination with the Administrative Agent. (60b) days after At the time of any provision of Incremental Commitments pursuant to this Section 1.14, (i) the Borrower and each Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each an “Incremental Lender”) shall execute (which execution may be in counterparts) and deliver to the Administrative Agent an Incremental Commitment Agreement (it being understood that a single Incremental Commitment Agreement shall be executed and delivered by all Incremental Lenders providing Incremental Commitments in response to a particular request for same made by the Borrower) substantially in the form of Exhibit C (appropriately completed and with such modifications as may be reasonably acceptable to the Administrative Agent, with the effectiveness of the Incremental Commitment(s) provided therein to occur on the date set forth in such Incremental Commitment Agreement and the payment of any fees required in connection therewith; (ii) the Borrower and its Subsidiaries shall deliver such amendments, modifications and/or supplements to the Security Documents (if any) as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the additional Obligations to be incurred pursuant to the Incremental Commitments are secured by, and entitled to the benefits of the Security Documents; (iii) the Administrative Agent shall receive an acknowledgment from the Credit Parties that the Loans and other extensions of credit to be incurred pursuant to such Incremental Commitments are entitled to the benefits of the Subsidiaries Guaranty and the Security Documents; and (iv) the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters as the Administrative Agent may reasonably request). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement and shall deliver to each Incremental Lender a copy of same, and (i) at such time Schedule 1.01 shall be deemed modified to reflect the Incremental Commitments of the respective Incremental Lenders under the relevant Tranche or Tranches and (ii) to the extent requested by such Incremental Lenders, Notes will be issued, at the Borrower’s expense, to such Incremental Lenders, to be consistent with the requirements of Section 1.05 (with appropriate modifications, to the extent needed) to reflect the Incremental Term Loans or increase in Revolving Commitments made by such Incremental Lenders or Lender, as the case may be. (c) If any Incremental Term Loans are made pursuant to an existing Tranche (in which case the respective Incremental Term Loans shall be added to, and thereafter form part of, such existing Tranche), on the date of any the making of such Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 1.09, same shall be added to (and form part of) each Borrowing of outstanding Term Loans pursuant to such Tranche on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender under such Term Loan Request Tranche will participate proportionately in each then outstanding Borrowing of Term Loans, and so that the Lenders having outstanding Term Loans prior to the incurrence by the Borrower of such Incremental Term Loans continue to have the same participation (by amount) in each Borrowing of Term Loans as they had before the “making of such Incremental Effective Date”Term Loans. To the extent the provisions of the preceding sentence, or of clause (vi) of Section 1.14(a), require that Lenders making such Incremental Term Loans or Revolving Loans pursuant to Incremental Revolving Commitments add same to then outstanding Borrowings of Eurodollar Loans, it is acknowledged that the effect thereof may result in such Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Loans and which will end on the last day of such Interest Period). Upon delivery of In connection therewith, the applicable Incremental Loan Request to AgentBorrower may agree, such Incremental Loan Commitment shall be offered to all Lenders pro rata according to in the respective outstanding principal amounts of Incremental Commitment Agreement, to compensate the Incremental Lenders making such Loans and Loan Commitments held by each Lender (or in for funding Eurodollar Loans during an existing Interest Period on such other proportion basis as may be agreed to by the Lenders Borrower and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested respective Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Lender or Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansLenders.

Incremental Loan Commitments. At any time and from time to time on and after the Restatement Effective Date and prior to the Term Loan B Maturity Date, the Borrower may, by written notice to Agent may request that one or more Banks or other lending institutions (eacheach such lending institution, an “Incremental Loan RequestLending Institution”), request as the case may be, (i) enter into commitments to make additional term loans as a Term Loan B, subject to all the terms and conditions set forth in this Credit Agreement and the other Credit Documents pertaining to Term Loans B, (ii) enter into commitments to make additional Revolving Loans, subject to all the terms and conditions set forth in this Credit Agreement and all other Credit Documents pertaining to Revolving Loans and Revolving Loan Commitments and/or (iii) enter into commitments to make new term loans, new revolving loans and/or new letters of credit pursuant to one or more increases in the Loan Commitment new Tranches hereunder (eachany such commitment to make additional Term Loans B, Revolving Loans or other loans and/or letters of credit hereunder, an “Incremental Loan Commitment” and ”); provided, that (A) solely with respect to any new Tranche of term loans, such new Tranche shall have an average life to maturity no shorter than the loans thereunderother Tranches (excluding Swingline Loans) taken as a whole, each an “Incremental Loan”(B) at solely with respect to any time; provided that no commitment new Tranche of any Lender shall be increased without term loans, the consent final maturity of such Lender in such Lender’s sole discretion and new Tranche shall occur no Lender shall be required to participate in any Incremental Loan. Each Incremental earlier than six months after the Term Loan Request shall set forth B Maturity Date, (xC) the amount of the no Incremental Loan Commitment being requested may be added at a time when a Default or Event of Default exists, (which shall be in a minimum D) the aggregate amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such any single Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, Commitment shall not be less than six $25,000,000, (6E) days nor more than sixty (60) days after the date aggregate amount of any all Incremental Loan Request Commitments shall not exceed $300,000,000 and (the “Incremental Effective Date”))F) solely with respect to any new Tranche of term loans, any such new Tranche that amortizes shall be subject to semi-annual amortization. Upon delivery of the applicable Incremental Loan Request to Agent, such Each Incremental Loan Commitment shall be offered (whether constituting an addition to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the an existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental Loans.Tranche or

Incremental Loan Commitments. (a) At any time and from time to time after the Restatement Effective Date and prior to the Latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, may by written prior notice to Agent the Administrative Agent, request to add one or more new credit facilities (each, an “Incremental Loan RequestFacility”), request ) denominated in Dollars and consisting of (x) one or more increases in the Loan Commitment additional tranches of term loans (each, an “Incremental Loan CommitmentTerm Facility” and the term loans extended thereunder, each the “Incremental Term Loans”) or (y) one or more additional tranches of revolving loans or an increase in Commitments under the then existing Revolving Facility (each, an “Incremental LoanRevolving Facility” and the revolving loans extended thereunder, the “Incremental Revolving Loans”) at any timein an aggregate amount not to exceed $50,000,000 for all such Incremental Revolving Loans, or a combination thereof, provided that (i) immediately before and after giving effect to each Incremental Amendment and the applicable Incremental Facility, no Default or Event of Default has occurred and is continuing or would result therefrom and the representations and warranties in Article V shall be true and correct in all material respects; provided that no commitment to the extent the proceeds of any Lender shall Incremental Facility are intended to be increased without applied to finance a Limited Condition Acquisition, if agreed to by the consent of Additional Incremental Lenders providing such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth Facility, (x) the amount only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Incremental Loan Commitment being requested (which Facility shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Additional Incremental Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a minimum amount result of $1,000,000 and multiples a breach of $500,000 such representations or warranties in excess thereof) such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into, (ii) the amount of Incremental Term Facilities and Permitted Incremental Equivalent Debt as of such date shall not be greater than the Maximum Incremental Term Facilities Amount permitted to be incurred on which such date, (iii) no Incremental Loans shall benefit from any Guarantees or Collateral that do not ratably benefit the Loans and (iv) in the event that the Yield for any Incremental Term Loans that are pari passu in right of payment and with respect to security with the then existing Term Loans is higher than the Yield for the then existing Term Loans by more than 50 basis points, then the Applicable Margin for the then existing Term Loans shall be increased to the extent necessary so that the Yield for such then existing Term Loans is equal to the Yield for such Incremental Loan Term Loans minus 50 basis points (the “MFN Adjustment”). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is requested to become effective (whichnot less than $5,000,000, provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Any Lenders participating in an Incremental Revolving Facility, unless then a Revolving Lender, shall be reasonably acceptable to the Swing Line Lender and the Issuing Bank, in each case under such Incremental Revolving Facility set forth above. (b) Each Incremental Facility (i) shall rank (A) pari passu in right of payment and in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower (subject to the applicable Intercreditor Agreement if incurred under documentation outside of the Loan Documents) or (B) junior in right of payment and in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower or unsecured (and if secured, subject to the applicable Intercreditor Agreement, and if unsecured, shall be established as a separate facility under documentation outside of the Loan Documents), (ii) for purposes of prepayments, shall be treated no more favorably than the Initial Term Loans, in the case of an Incremental Term Facility, or the Initial Revolving Loans, in the case of an Incremental Revolving Facility, in each case except those that only apply after the then existing Latest Maturity Date, (iii) except as otherwise required or permitted in this Section 2.15, shall have such terms, if not consistent with the terms of the Initial Term Loans, in the case of an Incremental Term Facility, or Revolving Loans, in the case of an Incremental Revolving Facility, as shall be agreed by Agent the Borrower and the Additional Incremental Lenders providing such Incremental LoanTerm Facility or Incremental Revolving Facility; provided that to the extent such terms and documentation are not consistent with the then existing Term Loans or Revolving Loans (except to the extent relating to maturity, yield, use of proceeds or availability), they shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to the periods after the Latest Maturity Date of any then existing Term Loans or Incremental Term Loans or Revolving Loans or Incremental Revolving Loans) (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loans or Incremental Revolving Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Term Loans or Revolving Loans, as applicable, or if such financial maintenance covenant applies only after the payment in full of any then existing Term Loans); provided further that (A) no Incremental Term Facility shall have a final maturity date earlier than the Latest Maturity Date, (B) no Incremental Term Facility shall have a weighted average life that is shorter than the weighted average life of the latest maturing class of then-existing Term Loans (provided that, the immediately foregoing proviso, when aggregated with the Incremental Equivalent Maturity Exception, shall not be less than six apply to up to $25,000,000 in Incremental Term Loans incurred in reliance on clause (6b)(ii) days nor more than sixty (60) days after of the date definition of any Maximum Incremental Loan Request Term Facilities Amount as selected by the Borrower (the “Incremental Effective DateMaturity Exception”)) and (C) no Incremental Revolving Facility shall have a final maturity date earlier than the Initial Revolving Loan Maturity Date; provided, further, that to the extent any Incremental Facility is not pari passu in right of payment and in respect of the Collateral with the Obligations, it shall (except in the case of any Incremental Term Facility that is incurred as a last-out tranche) be documented pursuant to documentation other than the Loan Documents. (c) Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to (i) the Borrower and, (ii) if Administrative Agent, the Revolving Agent or the Issuing Bank would have consent rights with respect to such new lender under Section 12.04 herein were such new lender to take an assignment of Loans hereunder, the Administrative Agent, the Revolving Agent or the Issuing Bank, as applicable (such consent of the Administrative Agent, the Revolving Agent or the Issuing Bank, as applicable, not to be unreasonably withheld) (any such bank, financial institution, existing Lender or other Person being called an “Additional Incremental Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Incremental Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable) and (to the extent it affects the rights or increases the obligations of the Administrative Agent or Revolving Agent), the Administrative Agent or Revolving Agent, as applicable). Upon delivery of the applicable Incremental Loan Request to Agent, such Incremental Loan Commitment No Lender shall be offered obligated to all Lenders pro rata according provide any Commitments under an Incremental Facility, unless it so agrees (and any Lender that does not respond shall be conclusively presumed not to agree to provide additional Commitments). Commitments in respect of any Incremental Facilities shall become Commitments under this Agreement. An Incremental Amendment may, without the respective outstanding principal amounts consent of the Loans and any other Lenders, effect such amendments to any Loan Commitments held by each Lender (or in such other proportion Documents as may be agreed by necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Incremental Lenders and comparable to the Agentprovisions of Section 12.12 or any changes to Section 2.04 necessary to ensure such Incremental Term Facilities are fungible with the existing Term Loans if such Incremental Term Facility is intended to be of the same Class as the relevant existing Term Loans). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception proceeds of any mutually agreed amendments Loans under an Incremental Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including, without limitation, Restricted Payments and acquisitions). (d) This Section 2.15 shall supersede any provisions in Section 2.08 or 12.12 to the interest rate and fees to be applicable to such Incremental Loanscontrary.

Incremental Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower may, by written notice shall have the right to Agent (each, an “Incremental Loan Request”), request on one or more increases occasions on or after the Syndication Date and prior to the Revolving Loan Maturity Date that one or more Lenders and/or one or more other Eligible Transferees provide Incremental Term Loan Commitments and, subject to the terms and condi-tions contained in this Agreement and the relevant Incremental Term Loan Commitment Agreement, make Incremental Term Loans, pursuant thereto, it being understood and agreed, however, that: (each, an “Incremental Loan Commitment” and the loans thereunder, each an “Incremental Loan”i) at any time; provided that no commitment of any Lender shall be increased obligated to provide an Incremental Term Loan Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental Term Loan Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental Term Loans; (ii) any Lender or other Eligible Transferee may so provide an Incremental Term Loan Commitment without the consent of such Lender in such any other Lender’s sole discretion and no Lender shall be required ; (iii) each provision of Incremental Term Loan Commitments pursuant to participate in any this Section 1.14 on a given date pursuant to a particular Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount of the Incremental Term Loan Commitment being requested (which Agreement shall be in a minimum aggregate amount (for all Lenders and other Eligible Transferees who will become Lenders pursuant thereto) of $25,000,000; (iv) the aggregate amount of all Incremental Term Loan Commitments permit-txx to be provided pursuant to this Section 1.14 shall not exceed $1,000,000 125,000,000; (v) each Lender agreeing to provide an Incremental Term Loan Commitment pursuant to an Incremental Term Loan Commitment Agreement shall, subject to the satisfac-tion of the relevant conditions set forth in this Agreement, make Incremental Term Loans as provided in Section 1.01(e) and multiples such Loans shall thereafter be deemed to be Term Loans for all purposes of $500,000 this Agreement and the other Credit Documents; (vi) the fees to be paid to any Eligible Transferees that have been requested by the Borrower to provide Incremental Term Loan Commitments shall be no greater than that to be paid to (or which was offered to) the then exist-ing Lenders provid-ing (or which were requested to provide) any such requested Incremental Term Loan Commitments; (vii) all Incremental Term Loans to be incurred pursuant to Incremental Term Loan Commitments provided in excess thereofresponse to a particular request for same made by the Borrower in accordance with clause (b) of this Section 1.14 shall be incurred pursuant to a single Incremental Term Loan Commitment Agreement, which may be executed in counterparts; (viii) the Borrower shall be in compliance with the Financial Covenants at such time (calculated on a Pro Forma Basis and assuming that all Incremental Term Loans to be incurred pursuant to such Incremental Term Loan Commitments (and any other then existing Incremental Term Loan Commitments) have been incurred and the proceeds thereof applied in a manner as certified to by an Authorized Representative of the Borrower to the Administrative Agent); and (ix) all actions taken by the Borrower pursuant to this Section 1.14 shall be taken in coordination with the Administrative Agent. (b) At the time of any provision of Incremental Term Loan Commitments pur-suant to this Section 1.14, (i) the Borrower and each Lender or other Eligible Transferee which agrees to provide an Incremental Term Loan Commitment (each an “Incremental Term Loan Lender”) shall execute (which execution may be in counterparts) and deliver to the Administrative Agent an Incremental Term Loan Commitment Agreement (it being understood that a single Incremental Term Loan Commitment Agreement shall be executed and delivered by all Incremental Term Loan Lenders providing Incremental Term Loan Commitments in response to a particular request for same made by the Borrower) substantially in the form of Exhibit C (appro-pri-ately completed and with such modifications as may be reason-ably acceptable to the Administrative Agent, with the effectiveness of the Incremental Term Loan Commitment(s) provided therein to occur on the date set forth in such Incremental Term Loan Commitment Agreement and the payment of any fees required in connec-tion there-with; (ii) the Borrower and its Subsidiaries shall deliver such amend-ments, modifications and/or supple-ments to the Intercreditor Agreement and the Security Documents (if any) as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments are secured by, and entitled to the benefits of the Intercreditor Agreement and the Security Documents; (iii) the Administrative Agent shall receive an acknowl-edgment from the Credit Parties that the Incremental Term Loans to be incurred pursuant to such Incremental Term Loan Commitments are entitled to the benefits of the Subsidiaries Guaranty, the Intercreditor Agreement and the Security Documents; and (iv) the Administrative Agent shall have received evidence reasonably satisfactory to it that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments (x) are permitted by, and constitute “First-Lien Obligations” under, and as defined in, Intercreditor Agreement and shall be entitled to the benefits afforded to First Lien Obligations pursuant to such documentation and (y) are permitted by and constitute “Senior Indebtedness” (or such equivalent term) under the date on which Permitted Subordinated Debt Documents (if any); and (v) the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administra-tive Agent, from counsel to the Borrower reason-ably satisfactory to the Administrative Agent and dated such date, covering such matters as the Administrative Agent may reasonably request (including, without limitation, the matters described in immediately preceding clause (iv)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Commitment Agreement and as to any increase in the Applicable Margin for Term Loans in connection therewith, and shall deliver to each Lender a copy of same, and (i) at such time Schedule 1.01 shall be deemed modified to reflect the Incremental Term Loan Commitments of the respective Incremental Term Loan Lenders and (ii) to the extent requested by such Incremental Term Loan is requested Lenders, Term Notes will be issued, at the Borrower’s expense, to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental LoanTerm Loan Lenders, to be consistent with the require-ments of Section 1.05 (with appropriate modi-fications, to the extent needed) to reflect the Incremental Term Loans made by such Incremental Term Loan Lenders or Lender, as the case may be. (c) The Incremental Term Loans made pursuant to each Incremental Term Loan Commitment Agreement shall not constitute part of, and be less added to, the Tranche comprising the Initial Term Loans and, consequently: (i) such Incremental Term Loans shall have the same Maturity Date and shall bear interest at the same rates (i.e., have the same Applicable Margins) applicable to Initial Term Loans; provided that if the Applicable Margins for such Incremental Term Loans set forth in the Incremental Term Loan Commitment Agreement related thereto are higher than six Applicable Margins applicable to the then outstanding Term Loans, the Applicable Margins for the then outstanding Term Loans shall be increased as provided in the last sentence of the definition of Applicable Margin; (6ii) days nor more than sixty the Incremental Term Loans shall have the same Scheduled Repayment dates as then remain with respect to the Term Loans (60with the amount of each Scheduled Repayment applicable to such Incremental Term Loans to be the same (on a propor-tionate basis) days after as is theretofore applicable to the Term Loans, thereby increasing the amount of each then remaining Scheduled Repayment proportionately; and (iii) on the date of any the making of such Incremental Term Loans, and notwith-standing anything to the contrary set forth in Section 1.09, same shall be added to (and form part of) each Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender under the Term Loan Request Tranche will participate proportionately in each then outstanding Borrowing of Term Loans, and so that the Lenders having outstanding Term Loans prior to the incurrence by the Borrower of such Incremental Term Loans continue to have the same participation (by amount) in each Borrowing of Term Loans as they had before the “making of such Incremental Effective Date”)Term Loans. To the extent the provisions of preceding clause (iii) require that Lenders making such Incremental Term Loans add same to then outstanding Borrowings of Eurodollar Loans, it is acknowledged that the effect thereof may result in such Incremental Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Loans and which will end on the last day of such Interest Period). Upon delivery of In connection therewith, the applicable Borrower may agree, in the respective Incremental Term Loan Request Commitment Agreement, to Agent, compensate the Incremental Term Loan Lenders making such Incremental Loan Commitment shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Term Loans and Loan Commitments held by each Lender (or in for funding Eurodollar Loans during an existing Interest Period on such other proportion basis as may be agreed to by the Lenders Borrower and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested respective Incremental Term Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Lender or Incremental Loan, the Borrower may offer any portion of the requested Incremental Term Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansLenders.

Incremental Loan Commitments. Borrower may(a) The Borrowers shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.14, but without requiring the consent of the Administrative Agent (eachexcept as otherwise provided in this Section 2.14) or the Lenders, an “Incremental Loan Request”)to request at any time and from time to time after the Effective Date (or, request if later, after the satisfaction of any condition previously agreed to among the Agents and the Obligors’ Agent) and prior to the Maturity Date that one or more increases Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Loans and participate in Letters of Credit pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent and the Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.14, such Lender shall not be obligated to fund any Loans in excess of its Commitment (if any) or participate in any Letters of Credit in excess of its Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14, (ii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, each Issuing Lender and the Fronting Lender (unless such Person will not be a Participating Specified Foreign Currency Lender) (which consents shall not be unreasonably withheld) to provide an Incremental Commitment pursuant to this Section 2.14, (iii) the aggregate amount of each request (and provision therefor) for Incremental Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.14 (including Persons who are Eligible Transferees and will become Lenders) of at least £5,000,000 (or such lesser amount that is acceptable to the Administrative Agent), (iv) the aggregate amount of all Incremental Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed in the Loan aggregate £28,000,000, (v) the Borrowers shall not increase the Commitment pursuant to this Section 2.14 more than 3 times, (vi) such Incremental Commitments shall have the same terms as the Commitments, (vii) all Loans incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be Secured Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the relevant Guaranties, on a pari passu basis with all other Loans secured by each relevant Security Document and guaranteed under the Guaranty, and (viii) each Lender (including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Letters of Credit pursuant to Sections 2.01(c) and 3.04, respectively, and make Loans as provided in Section 2.01(a) and such Loans shall constitute Loans for all purposes of this Agreement and the other applicable Credit Documents. (b) At the time of the provision of Incremental Commitments pursuant to this Section 2.14, (I) each Borrower, each Guarantor, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Loan Commitment” Lender”) shall execute and deliver to the Borrowers and the loans thereunderAdministrative Agent an Incremental Commitment Agreement, each an “Incremental Loan”) at any time; provided that no commitment of any Lender shall be increased without appropriately completed (with the consent of such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount effectiveness of the Incremental Loan Commitment being requested (provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) no earlier than the date on which (i) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (ii) all Incremental Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.14 shall have been satisfied and (iv) all other conditions precedent that may be set forth in such Incremental Loan is requested Commitment Agreement shall have been satisfied) and (II) each Borrower, each Guarantor and the Security Agent and each Incremental Lender (as applicable) shall execute and deliver to become effective (which, unless otherwise agreed by the Administrative Agent and the Lenders providing Security Agent such additional Security Documents and/or amendments to the Security Documents which are necessary to ensure that all Loans incurred pursuant to the Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of Commitments and any Incremental Loan Request Additional Margin are secured by each relevant Security Document (the “Incremental Effective DateSecurity Documents”)). Upon delivery The Administrative Agent shall promptly notify each Lender and the Facility Agent as to the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Commitments of such Incremental Lenders. (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Credit Document. (d) At the time of any provision of Incremental Commitments pursuant to this Section 2.14, each Borrower shall, in coordination with the Administrative Agent, repay outstanding Loans of certain of the applicable Lenders, and incur additional Loans from certain other Lenders (including the Incremental Loan Request Lenders), in each case to Agent, such Incremental Loan Commitment shall be offered to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Loans pro rata according on the basis of their respective Commitments (after giving effect to any increase in the Total Commitment pursuant to this Section 2.14) and with the Borrowers being obligated to pay to the respective outstanding principal amounts Lenders any costs of the Loans and Loan Commitments held by each Lender (or type referred to in Section 2.11 in connection with any such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental Loansrepayment and/or Borrowing.

Incremental Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower mayshall, by written notice in consultation with the Administrative Agent, have the right to Agent (each, an “Incremental Loan Request”), request on one or more increases occasions on and after the Initial Borrowing Date and prior to the Incremental Commitment Termination Date that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental Commitments under any Tranche (other than the RTL Loan Tranche) and, subject to the terms and conditions contained in the Loan Commitment (eachthis Agreement, an “make Incremental Term Loans pursuant thereto or increase its Revolving Loan Commitment” , as the case may be, it being understood and the loans thereunderagreed, each an “Incremental Loan”however, that (i) at any time; provided that no commitment of any Lender shall be increased obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental Term Loans or increase its Revolving Loan Commitment, (ii) any Lender (or, in the circumstances contemplated by clause (viii) below, any other Person which will qualify as a Qualified Person) may so provide an Incremental Commitment without the consent of such Lender in such any other Lender’s sole discretion and no Lender shall be required , (iii) each provision of Incremental Commitments pursuant to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount of the Incremental Loan Commitment being requested (which this Section 1.14 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (viii) below, Qualified Persons who will become Lenders)) of at least $10,000,000, (iv) the aggregate amount of all Incremental Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $1,000,000 and multiples 50,000,000, (v) the relevant Incremental Commitment Agreements shall specifically set forth the Tranche of $500,000 the Incremental Commitments being provided thereunder, (vi) each Lender agreeing to provide an Incremental Commitment under a Term Loan Tranche, shall make Incremental Term Loans under the Term Loan Tranche specified in excess thereofthe relevant Incremental Commitment Agreement pursuant to Section 1.01(h) and such Loans shall thereafter be deemed to be Term Loans under the relevant Term Loan Tranche for all purposes of this Agreement and the other Credit Documents, (yvii) the date on which Revolving Loan Commitment of each Lender agreeing to provide an Incremental Commitment under the Revolving Loan Tranche shall be increased by the amount of such Incremental Loan is requested to become Commitment specified in the relevant Incremental Commitment Agreement effective (which, unless otherwise agreed by Agent and on the Lenders providing date specified in such Incremental LoanCommitment Agreement, (viii) if, within 10 Business Days after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Incremental Commitments pursuant to this Section 1.14 the Borrower has not received Incremental Commitments in an aggregate amount equal to that amount of Incremental Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be less unreasonably withheld or delayed), request Incremental Commitments from Persons which would qualify as Qualified Persons hereunder in an aggregate amount equal to such deficiency (and with the fees to be paid to such Qualified Person to be no greater than six that to be paid to the then existing Lenders providing Incremental Commitments), and (6ix) days nor more than sixty all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent. (60b) days after At the time of any provision of Incremental Commitments pursuant to this Section 1.14, (i) the Borrower, the Administrative Agent and each such Lender or other Qualified Person (each an "Incremental Lender") which agrees to provide an Incremental Commitment shall execute and deliver to the Administrative Agent an Incremental Commitment Agreement substantially in the form of Exhibit O (appropriately completed), with the effectiveness of such Incremental Lender's Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement and the payment of any fees (including, without limitation, any fees payable pursuant to clause (ii) below) required in connection therewith, (ii) the Administrative Agent shall receive from the Borrower (or, to the extent agreed to by the Borrower and the respective Incremental Loan Request Lender, from such respective Incremental Lender) the payment of a non-refundable fee of $3,500 for each Qualified Person which becomes a Lender pursuant to this Section 1.14, (iii) the “Incremental Effective Date”)). Upon delivery Borrower and its Subsidiaries shall have delivered such amendments, modifications and/or supplements to the Security Documents as are necessary or in the reasonable opinion of the applicable Incremental Loan Request to Administrative Agent, such Incremental Loan Commitment shall desirable to insure that the additional Obligations to be offered to all Lenders pro rata according incurred pursuant to the respective outstanding principal amounts Incremental Commitments are secured by, and entitled to the benefits of, the Security Documents, (iv) the Administrative Agent shall have received evidence satisfactory to it that the additional Obligations to be incurred pursuant to the Incremental Commitments are permitted by, and constitute "Senior Debt" under, the Senior Subordinated Financing Documents and the Permanent Senior Subordinated Notes Documents; and (v) the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the Loans and Loan Commitments held by each Lender (or matters set forth in such other proportion the opinions of counsel delivered to the Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03 as may be agreed reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and (i) at such time Annex I shall be deemed modified to reflect the Incremental Commitments of such Incremental Lenders under the relevant Tranche or Tranches and (ii) to the extent requested by such Incremental Lenders, the appropriate Notes will be issued, at the Borrower's expense, to such Incremental Lenders, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the Incremental Term Loans made by such Incremental Lenders or the increased Revolving Loan Commitment of such Incremental Lender, as the case may be. (c) In connection with each incurrence of Incremental Term Loans pursuant to Section 1.01(h), the Lenders and the Agent). The Agent shall have up Borrower hereby agree that, notwithstanding anything to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loancontrary contained in this Agreement, the Borrower and the Administrative Agent may offer take all such actions as may be necessary to ensure that all Lenders with outstanding Term Loans under the relevant Tranche continue to participate in each Borrowing of outstanding Term Loans under such Tranche (after giving effect to the incurrence of Incremental Term Loans pursuant to Section 1.01(h) on a pro rata basis, including by adding the Incremental Term Loans to be so incurred to the then outstanding Borrowings of Term Loans on a pro rata basis even though as a result thereof such new Incremental Term Loan (to the extent required to be maintained as Eurodollar Loans), may effectively have a shorter Interest Period than the then outstanding Borrowings of Term Loans under such Tranche and it is hereby agreed that (x) to the extent any portion then outstanding Borrowings of Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the requested type described in Section 1.11 incurred by such Lenders in connection therewith shall be for the account of the Borrower or (y) to the extent the Incremental Term Loans to be so incurred are added to the then outstanding Borrowings of Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such additional Incremental Term Loans shall be entitled to receive an effective interest rate on such additional Incremental Term Loans as is equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such additional Incremental Term Loans plus the then Applicable Margin for such Tranche of Term Loans until the end of the respective Interest Period or Interest Periods with respect thereto. (d) On the effective date of any increase in the Revolving Loan that is not provided by Commitments pursuant to this Section 1.14, (i) the existing Lenders to new lenders which may join this AgreementBorrower shall, with all terms and conditions to such Incremental Loans remaining unchanged in coordination with the possible exception Administrative Agent, repay outstanding Revolving Loans of any mutually agreed amendments certain of the Lenders with a Revolving Loan Commitment, and incur additional Revolving Loans from certain other Lenders with a Revolving Loan Commitment, in each case to the interest rate extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 1.14) and fees with the Borrower being obligated to be applicable pay to the respective Lenders the costs of the type referred to in Section 1.11 in connection with any such Incremental Loansrepayment and/or Borrowing.

Incremental Loan Commitments. (a) At any time and from time to time after the Closing Date and prior to the Latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, may by written prior notice to Agent the Administrative Agent, request to add one or more new credit facilities (each, an “Incremental Loan RequestFacility”), request ) denominated in Dollars and consisting of (x) one or more increases in the Loan Commitment additional tranches of term loans (each, an “Incremental Loan CommitmentTerm Facility” and the term loans extended thereunder, each the “Incremental Term Loans”) or (y) one or more additional tranches of revolving loans or an increase in Commitments under the then existing Revolving Facility (each, an “Incremental LoanRevolving Facility” and the revolving loans extended thereunder, the “Incremental Revolving Loans”) at any timein an aggregate amount not to exceed $25,000,000 for all such Incremental Revolving Loans, or a combination thereof, provided that (i) immediately before and after giving effect to each Incremental Amendment and the applicable Incremental Facility, no Default or Event of Default has occurred and is continuing or would result therefrom and the representations and warranties in Article V shall be true and correct in all material respects; provided that no commitment to the extent the proceeds of any Lender shall Incremental Facility are intended to be increased without applied to finance a Limited Condition Acquisition, if agreed to by the consent of Additional Incremental Lenders providing such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth Facility, (x) the amount only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Incremental Loan Commitment being requested (which Facility shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Additional Incremental Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a minimum amount result of $1,000,000 and multiples a breach of $500,000 such representations or warranties in excess thereof) such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into, (ii) the amount of Incremental Term Facilities and Permitted Incremental Equivalent Debt as of such date shall not be greater than the Maximum Incremental Term Facilities Amount permitted to be incurred on which such date, (iii) no Incremental Loans shall benefit from any Guarantees or Collateral that do not ratably benefit the Loans and (iv) in the event that the Yield for any Incremental Term Loans incurred in reliance on clause (b)(i) of the definition of Maximum Incremental Term Facilities Amount that are pari passu in right of payment and with respect to security with the then existing Term Loans is higher than the Yield for the then existing Term Loans by more than 50 basis points, then the Applicable Margin for the then existing Term Loans shall be increased to the extent necessary so that the Yield for such then existing Term Loans is equal to the Yield for such Incremental Loan Term Loans minus 50 basis points (the “MFN Adjustment”); provided that the MFN Adjustment shall not be applicable to (x) any Incremental Term Loans that are incurred more than 12 months after the Closing Date, (y) any Incremental Term Loans that have a maturity date more than one year after the Latest Maturity Date or (z) any Incremental Term Loans incurred in connection with a Permitted Acquisition or other similar Investment. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is requested to become effective (whichnot less than $5,000,000, provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Any Lenders participating in an Incremental Revolving Facility, unless then a Revolving Lender, shall be reasonably acceptable to the Swing Line Lender and the Issuing Bank, in each case under such Incremental Revolving Facility set forth above. (b) Each Incremental Facility (i) shall rank (A) pari passu in right of payment and in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower (subject to the applicable Intercreditor Agreement if incurred under documentation outside of the Loan Documents) or (B) junior in right of payment and in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower or unsecured (and if secured, subject to the applicable Intercreditor Agreement, and if unsecured, shall be established as a separate facility under documentation outside of the Loan Documents), (ii) for purposes of prepayments, shall be treated no more favorably than the Initial Term Loans, in the case of an Incremental Term Facility, or the Initial Revolving Loans, in the case of an Incremental Revolving Facility, in each case except those that only apply after the then existing Latest Maturity Date, (iii) except as otherwise required or permitted in this Section 2.15, shall have such terms, if not consistent with the terms of the Initial Term Loans, in the case of an Incremental Term Facility, or Revolving Loans, in the case of an Incremental Revolving Facility, as shall be agreed by Agent the Borrower and the Additional Incremental Lenders providing such Incremental LoanTerm Facility or Incremental Revolving Facility; provided that to the extent such terms and documentation are not consistent with the then existing Term Loans or Revolving Loans (except to the extent relating to maturity, yield, use of proceeds or availability), they shall not be less than six reasonably satisfactory to the Administrative Agent (6) days nor more than sixty (60) days except for covenants or other provisions applicable only to the periods after the date Latest Maturity Date of any then existing Term Loans or Incremental Term Loans or Revolving Loans or Incremental Revolving Loans) (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Loan Request Term Loans or Incremental Revolving Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Term Loans or Revolving Loans, as applicable, or if such financial maintenance covenant applies only after the payment in full of any then existing Term Loans); provided further that (A) no Incremental Term Facility shall have a final maturity date earlier than the Latest Maturity Date, (B) no Incremental Term Facility shall have a weighted average life that is shorter than the weighted average life of the latest maturing class of then-existing Term Loans (provided that, the immediately foregoing proviso shall not apply to up to $25,000,000 in Incremental Term Loans as selected by the Borrower (the “Incremental Effective DateMaturity Exception”)) and (C) no Incremental Revolving Facility shall have a final maturity date earlier than the Initial Revolving Loan Maturity Date; provided, further, that to the extent any Incremental Facility is not pari passu in right of payment and in respect of the Collateral with the Obligations, it shall (except in the case of any Incremental Term Facility that is incurred as a last-out tranche) be documented pursuant to documentation other than the Loan Documents. (c) Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to (i) the Borrower and, (ii) if Administrative Agent, the Revolving Agent or the Issuing Bank would have consent rights with respect to such new lender under Section 12.04 herein were such new lender to take an assignment of Loans hereunder, the Administrative Agent, the Revolving Agent or the Issuing Bank, as applicable (such consent of the Administrative Agent, the Revolving Agent or the Issuing Bank, as applicable, not to be unreasonably withheld) (any such bank, financial institution, existing Lender or other Person being called an “Additional Incremental Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Incremental Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable) and (to the extent it affects the rights or increases the obligations of the Administrative Agent or Revolving Agent), the Administrative Agent or Revolving Agent, as applicable). Upon delivery of the applicable Incremental Loan Request to Agent, such Incremental Loan Commitment No Lender shall be offered obligated to all Lenders pro rata according provide any Commitments under an Incremental Facility, unless it so agrees (and any Lender that does not respond shall be conclusively presumed not to agree to provide additional Commitments). Commitments in respect of any Incremental Facilities shall become Commitments under this Agreement. An Incremental Amendment may, without the respective outstanding principal amounts consent of the Loans and any other Lenders, effect such amendments to any Loan Commitments held by each Lender (or in such other proportion Documents as may be agreed by necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Incremental Lenders and comparable to the Agentprovisions of Section 12.12 or any changes to Section 2.04 necessary to ensure such Incremental Term Facilities are fungible with the existing Term Loans if such Incremental Term Facility is intended to be of the same Class as the relevant existing Term Loans). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception proceeds of any mutually agreed amendments Loans under an Incremental Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including, without limitation, Restricted Payments and acquisitions). (d) This Section 2.15 shall supersede any provisions in Section 2.08 or 12.12 to the interest rate and fees to be applicable to such Incremental Loanscontrary.

Incremental Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower mayshall, by written notice in consultation with the Administrative Agent, have the right to Agent (each, an “Incremental Loan Request”), request on one or more increases occasions on and after the Initial Borrowing Date and prior to the Incremental Commitment Termination Date that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental Commitments under any Tranche and, subject to the terms and conditions contained in the Loan Commitment (eachthis Agreement, an “make Incremental Term Loans pursuant thereto or increase its Revolving Loan Commitment” , as the case may be, it being understood and the loans thereunderagreed, each an “Incremental Loan”however, that (i) at any time; provided that no commitment of any Lender shall be increased obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental Term Loans or increase its Revolving Loan Commitment, (ii) any Lender (or, in the circumstances contemplated by clause (viii) below, any other Person which will qualify as a Qualified Person) may so provide an Incremental Commitment without the consent of such Lender in such any other Lender’s sole discretion and no Lender shall be required , (iii) each provision of Incremental Commitments pursuant to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount of the Incremental Loan Commitment being requested (which this Section 1.14 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (viii) below, Qualified Persons who will become Lenders)) of at least $10,000,000; provided that, the first provision of Incremental Commitments pursuant to this Section 1.14 shall be in a minimum aggregate amount (for all Lenders) of at least $50,000,000, (iv) the aggregate amount of all Incremental Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $1,000,000 and multiples 400,000,000, (v) the relevant Incremental Commitment Agreements shall specifically set forth the Tranche of $500,000 the Incremental Commitments being provided thereunder, (vi) each Lender agreeing to provide an Incremental Commitment under a Term Loan Tranche, shall make Incremental Term Loans under the Term Loan Tranche specified in excess thereofthe relevant Incremental Commitment Agreement pursuant to Section 1.01(e) and such Loans shall thereafter be deemed to be Term Loans under the relevant Term Loan Tranche for all purposes of this Agreement and the other Credit Documents, (yvii) the date on which Revolving Loan Commitment of each Lender agreeing to provide an Incremental Commitment under the Revolving Loan Tranche shall be increased by the amount of such Incremental Commitment specified in the relevant Incremental Commitment Agreement effective on the date specified in such Incremental Commitment Agreement, (viii) if, within 10 Business Days after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Incremental Commitments pursuant to this Section 1.14 the Borrower has not received Incremental Commitments in an aggregate amount equal to that amount of Incremental Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request Incremental Commitments from Persons which would qualify as Qualified Persons hereunder in an aggregate amount equal to such deficiency (and with the fees to be paid to such Qualified Person to be no greater than that to be paid to the then existing Lenders providing Incremental Commitments), (ix) no Incremental Term Loan is requested may be incurred unless the Borrower will be in compliance with the Sections 9.08 through 9.10, inclusive, on a Pro Forma Basis after giving effect to become effective (which, unless otherwise agreed by Agent the incurrence of such Incremental Term Loan and the Lenders providing application of the proceeds thereof, (x) if Incremental Term Loans incurred pursuant to an Incremental Term Loan Commitment are under a New Tranche, the Applicable Margin for such New Tranche of Incremental LoanTerm Loans, the Incremental Term Loan Maturity Date for such New Tranche and the Scheduled Repayments for such New Tranche and the other terms of such New Tranche shall be set forth in the related Incremental Commitment Agreement and shall be satisfactory in all respects to the Administrative Agent, (xi) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent, (xii) the Maturity Date for any Tranche of Incremental Term Loans shall not be prior to the Initial Term Loan Maturity Date, and (xiii) the weighted average life to maturity of any Tranche of Incremental Term Loans shall not be less than six the weighted average life to maturity of the Initial Term Loans. (6b) days nor more than sixty At the time of any provision of Incremental Commitments pursuant to this Section 1.14, (60i) days after the Borrower, the Administrative Agent and each such Lender or other Qualified Person (each an “Incremental Lender”) which agrees to provide an Incremental Commitment shall execute and deliver to the Administrative Agent an Incremental Commitment Agreement substantially in the form of Exhibit O (appropriately completed), with the effectiveness of such Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement and the payment of any Incremental Loan Request fees required in connection therewith, (ii) the “Incremental Effective Date”)). Upon delivery Borrower and its Subsidiaries shall have delivered such amendments, modifications and/or supplements to the Security Documents as are necessary or in the reasonable opinion of the applicable Incremental Loan Request to Administrative Agent, such Incremental Loan Commitment shall desirable to insure that the additional Obligations to be offered to all Lenders pro rata according incurred pursuant to the respective outstanding principal amounts Incremental Commitments are secured by, and entitled to the benefits of, the Security Documents, (iii) the Administrative Agent shall have received evidence satisfactory to it that the additional Obligations to be incurred on such date pursuant to the Incremental Commitments are permitted by, and constitute “Senior Debt” under, the Subordinated Notes Documents, (iv) the Administrative Agent shall have received evidence satisfactory to it that the additional Obligations to be incurred on such date pursuant to the Incremental Commitments are permitted by the terms of the Loans outstanding Indebtedness of the Borrower and Loan Commitments held by each Lender its Subsidiaries including, without limitation, the Subordinated Notes Documents, and (v) the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such other proportion date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03 as may be agreed reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and (i) at such time Annex I shall be deemed modified to reflect the Incremental Commitments of such Incremental Lenders under the relevant Tranche or Tranches and (ii) to the extent requested by such Incremental Lenders, the appropriate Notes will be issued, at the Borrower’s expense, to such Incremental Lenders, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the Incremental Term Loans made by such Incremental Lenders or the increased Revolving Loan Commitment of such Incremental Lender, as the case may be. (c) In connection with each incurrence of Incremental Term Loans pursuant to Section 1.01(e), if such Incremental Term Loans are specified pursuant to Section 1.01(e) as being part of an existing Term Loan Tranche, the Lenders and the Agent). The Agent shall have up Borrower hereby agree that, notwithstanding anything to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loancontrary contained in this Agreement, the Borrower and the Administrative Agent may offer take all such actions as may be necessary to ensure that all Lenders with outstanding Term Loans under the relevant Tranche continue to participate in each Borrowing of outstanding Term Loans under such Tranche (after giving effect to the incurrence of Incremental Term Loans pursuant to Section 1.01(e) on a pro rata basis, including by adding the Incremental Term Loans to be so incurred to the then outstanding Borrowings of Term Loans on a pro rata basis even though as a result thereof such new Incremental Term Loan (to the extent required to be maintained as Eurodollar Loans), may effectively have a shorter Interest Period than the then outstanding Borrowings of Term Loans under such Tranche and it is hereby agreed that (x) to the extent any portion then outstanding Borrowings of Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the requested type described in Section 1.11 incurred by such Lenders in connection therewith shall be for the account of the Borrower or (y) to the extent the Incremental Term Loans to be so incurred are added to the then outstanding Borrowings of Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such additional Incremental Term Loans shall be entitled to receive an effective interest rate on such additional Incremental Term Loans as is equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such additional Incremental Term Loans plus the then Applicable Margin for such Tranche of Term Loans until the end of the respective Interest Period or Interest Periods with respect thereto. (d) On the effective date of any increase in the Revolving Loan that is not provided by Commitments pursuant to this Section 1.14, the existing Lenders to new lenders which may join this AgreementBorrower shall, with all terms and conditions to such Incremental Loans remaining unchanged in coordination with the possible exception Administrative Agent, repay outstanding Revolving Loans of any mutually agreed amendments certain of the Lenders with a Revolving Loan Commitment, and incur additional Revolving Loans from certain other Lenders with a Revolving Loan Commitment, in each case to the interest rate extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 1.14) and fees with the Borrower being obligated to be applicable pay to the respective Lenders the costs of the type referred to in Section 1.11 in connection with any such Incremental Loansrepayment and/or Borrowing.

Incremental Loan Commitments. (a) At any time and from time to time after the Restatement Effective Date and prior to the Latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, may by written prior notice to Agent the Administrative Agent, request to add one or more new credit facilities (each, an “Incremental Loan RequestFacility”), request ) denominated in Dollars and consisting of (x) one or more increases in the Loan Commitment additional tranches of term loans (each, an “Incremental Loan CommitmentTerm Facility” and the term loans extended thereunder, each the “Incremental Term Loans”) or (y) one or more additional tranches of revolving loans or an increase in Commitments under the then existing Revolving Facility (each, an “Incremental LoanRevolving Facility” and the revolving loans extended thereunder, the “Incremental Revolving Loans”) at any timein an aggregate amount not to exceed $50,000,000 for all such Incremental Revolving Loans, or a combination thereof, provided that (i) immediately before and after giving effect to each Incremental Amendment and the applicable Incremental Facility, no Default or Event of Default has occurred and is continuing or would result therefrom and the representations and warranties in Article V shall be true and correct in all material respects; provided that no commitment to the extent the proceeds of any Lender shall Incremental Facility are intended to be increased without applied to finance a Limited Condition Acquisition, if agreed to by the consent of Additional Incremental Lenders providing such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth Facility, (x) the amount only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Incremental Loan Commitment being requested (which Facility shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Additional Incremental Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a minimum amount result of $1,000,000 and multiples a breach of $500,000 such representations or warranties in excess thereof) such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into, (ii) the amount of Incremental Term Facilities and Permitted Incremental Equivalent Debt as of such date shall not be greater than the Maximum Incremental Term Facilities Amount permitted to be incurred on which such date, (iii) no Incremental Loans shall benefit from any Guarantees or Collateral that do not ratably benefit the Loans and (iv) in the event that the Yield for any Incremental Term Loans that are pari passu in right of payment and with respect to security with the then existing Term Loans is higher than the Yield for the then existing Term Loans by more than 50 basis points, then the Applicable Margin for the then existing Term Loans shall be increased to the extent necessary so that the Yield for such then existing Term Loans is equal to the Yield for such Incremental Loan Term Loans minus 50 basis points (the “MFN Adjustment”). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is requested to become effective (whichnot less than $5,000,000, provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Any Lenders participating in an Incremental Revolving Facility, unless then a Revolving Lender, shall be reasonably acceptable to the Swing Line Lender and the Issuing Bank, in each case under such Incremental Revolving Facility set forth above. (b) Each Incremental Facility (i) shall rank (A) pari passu in right of payment and in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower (subject to the applicable Intercreditor Agreement if incurred under documentation outside of the Loan Documents) or (B) junior in right of payment and in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower or unsecured (and if secured, subject to the applicable Intercreditor Agreement, and if unsecured, shall be established as a separate facility under documentation outside of the Loan Documents), (ii) for purposes of prepayments, shall be treated no more favorably than the Initial Term Loans, in the case of an Incremental Term Facility, or the Initial Revolving Loans, in the case of an Incremental Revolving Facility, in each case except those that only apply after the then existing Latest Maturity Date, (iii) except as otherwise required or permitted in this Section 2.15, shall have such terms, if not consistent with the terms of the Initial Term Loans, in the case of an Incremental Term Facility, or Revolving Loans, in the case of an Incremental Revolving Facility, as shall be agreed by Agent the Borrower and the Additional Incremental Lenders providing such Incremental LoanTerm Facility or Incremental Revolving Facility; provided that to the extent such terms and documentation are not consistent with the then existing Term Loans or Revolving Loans (except to the extent relating to maturity, yield, use of proceeds or availability), they shall not be less than six reasonably satisfactory to the Administrative Agent (6) days nor more than sixty (60) days except for covenants or other provisions applicable only to the periods after the date Latest Maturity Date of any then existing Term Loans or Incremental Term Loans or Revolving Loans or Incremental Revolving Loans) (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Loan Request Term Loans or Incremental Revolving Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Term Loans or Revolving Loans, as applicable, or if such financial maintenance covenant applies only after the payment in full of any then existing Term Loans); provided further that (A) no Incremental Term Facility shall have a final maturity date earlier than the Latest Maturity Date, (B) no Incremental Term Facility shall have a weighted average life that is shorter than the weighted average life of the latest maturing class of then-existing Term Loans (provided that, the immediately foregoing proviso shall not apply to up to $25,000,000 in Incremental Term Loans as selected by the Borrower (the “Incremental Effective DateMaturity Exception”)) and (C) no Incremental Revolving Facility shall have a final maturity date earlier than the Initial Revolving Loan Maturity Date; provided, further, that to the extent any Incremental Facility is not pari passu in right of payment and in respect of the Collateral with the Obligations, it shall (except in the case of any Incremental Term Facility that is incurred as a last-out tranche) be documented pursuant to documentation other than the Loan Documents. (c) Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to (i) the Borrower and, (ii) if Administrative Agent, the Revolving Agent or the Issuing Bank would have consent rights with respect to such new lender under Section 12.04 herein were such new lender to take an assignment of Loans hereunder, the Administrative Agent, the Revolving Agent or the Issuing Bank, as applicable (such consent of the Administrative Agent, the Revolving Agent or the Issuing Bank, as applicable, not to be unreasonably withheld) (any such bank, financial institution, existing Lender or other Person being called an “Additional Incremental Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Incremental Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable) and (to the extent it affects the rights or increases the obligations of the Administrative Agent or Revolving Agent), the Administrative Agent or Revolving Agent, as applicable). Upon delivery of the applicable Incremental Loan Request to Agent, such Incremental Loan Commitment No Lender shall be offered obligated to all Lenders pro rata according provide any Commitments under an Incremental Facility, unless it so agrees (and any Lender that does not respond shall be conclusively presumed not to agree to provide additional Commitments). Commitments in respect of any Incremental Facilities shall become Commitments under this Agreement. An Incremental Amendment may, without the respective outstanding principal amounts consent of the Loans and any other Lenders, effect such amendments to any Loan Commitments held by each Lender (or in such other proportion Documents as may be agreed by necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Incremental Lenders and comparable to the Agentprovisions of Section 12.12 or any changes to Section 2.04 necessary to ensure such Incremental Term Facilities are fungible with the existing Term Loans if such Incremental Term Facility is intended to be of the same Class as the relevant existing Term Loans). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception proceeds of any mutually agreed amendments Loans under an Incremental Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including, without limitation, Restricted Payments and acquisitions). (d) This Section 2.15 shall supersede any provisions in Section 2.08 or 12.12 to the interest rate and fees to be applicable to such Incremental Loanscontrary.

Incremental Loan Commitments. Borrower may(a) The Borrowers shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.14, but without requiring the consent of the Administrative Agent (eachexcept as otherwise provided in this Section 2.14) or the Lenders, an “Incremental Loan Request”)to request at any time and from time to time after the Restatement Effective Date (or, request if later, after the satisfaction of any condition previously agreed to among the Agents and the Obligors’ Agent) and prior to the Maturity Date that one or more increases Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Loans and participate in Letters of Credit pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent and the Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.14, such Lender shall not be obligated to fund any Loans in excess of its Commitment (if any) or participate in any Letters of Credit in excess of its Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14, (ii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, each Issuing Lender and the Fronting Lender (unless such Person will not be a Participating Specified Foreign Currency Lender) (which consents shall not be unreasonably withheld) to provide an Incremental Commitment pursuant to this Section 2.14, (iii) the aggregate amount of each request (and provision therefor) for Incremental Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.14 (including Persons who are Eligible Transferees and will become Lenders) of at least £5,000,000 (or such lesser amount that is acceptable to the Administrative Agent), (iv) after giving effect to any such Incremental Commitments permitted to be provided pursuant to this Section 2.14, the Total Commitments shall not exceed in the Loan aggregate £200,000,000, (v) the Borrowers shall not increase the Commitment pursuant to this Section 2.14 more than 3 times, (vi) such Incremental Commitments shall have the same terms as the Commitments, (vii) all Loans incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be Secured Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the relevant Guaranties, on a pari passu basis with all other Loans secured by each relevant Security Document and guaranteed under the Guaranty, and (viii) each Lender (including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Letters of Credit pursuant to Sections 2.01(c) and 3.04, respectively, and make Loans as provided in Section 2.01(a) and such Loans shall constitute Loans for all purposes of this Agreement and the other applicable Credit Documents. (b) At the time of the provision of Incremental Commitments pursuant to this Section 2.14, (I) each Borrower, each Guarantor, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Loan Commitment” Lender”) shall execute and deliver to the Borrowers and the loans thereunderAdministrative Agent an Incremental Commitment Agreement, each an “Incremental Loan”) at any time; provided that no commitment of any Lender shall be increased without appropriately completed (with the consent of such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount effectiveness of the Incremental Loan Commitment being requested (provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) no earlier than the date on which (i) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (ii) all Incremental Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.14 shall have been satisfied and (iv) all other conditions precedent that may be set forth in such Incremental Loan is requested Commitment Agreement shall have been satisfied) and (II) each Borrower, each Guarantor and the Security Agent and each Incremental Lender (as applicable) shall execute and deliver to become effective (which, unless otherwise agreed by the Administrative Agent and the Lenders providing Security Agent such additional Security Documents and/or amendments to the Security Documents which are necessary to ensure that all Loans incurred pursuant to the Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of Commitments and any Incremental Loan Request Additional Margin are secured by each relevant Security Document (the “Incremental Effective DateSecurity Documents”)). Upon delivery The Administrative Agent shall promptly notify each Lender and the Facility Agent as to the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Commitments of such Incremental Lenders. (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Credit Document. (d) At the time of any provision of Incremental Commitments pursuant to this Section 2.14, each Borrower shall, in coordination with the Administrative Agent, repay outstanding Loans of certain of the applicable Lenders, and incur additional Loans from certain other Lenders (including the Incremental Loan Request Lenders), in each case to Agent, such Incremental Loan Commitment shall be offered to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Loans pro rata according on the basis of their respective Commitments (after giving effect to any increase in the Total Commitment pursuant to this Section 2.14) and with the Borrowers being obligated to pay to the respective outstanding principal amounts Lenders any costs of the Loans and Loan Commitments held by each Lender (or type referred to in Section 2.11 in connection with any such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental Loansrepayment and/or Borrowing.

Incremental Loan Commitments. (a) (A) At any time and from time to time after the Restatement Effective Date and prior to the Third Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower may, may by written prior notice to Agent the Administrative Agent, request to add one or more new credit facilities (each, an “Incremental Loan RequestTerm Facility” and together with the Incremental Revolving Facility, each an “Incremental Facility”), request ) denominated in Dollars and consisting of one or more increases additional tranches of term loans (the “Incremental Term Loans”) (for the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, it is agreed that the Loan Commitment Borrower shall not incur any Incremental Term Facility, Incremental Term Loans or Permitted Incremental Equivalent Debt on and after the Third Restatement Effective Date) and (B) at any time and from time to time after the Restatement Effective Date and prior to the Latest Maturity Date, the Borrower may by prior notice to the Administrative Agent, solely to the extent the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Measurement Period assuming that the then existing Revolving Facility and the proposed Incremental Revolving Facility to be fully drawn and the proceeds of such Incremental Revolving Facility not included as Net Cash for the purposes of such calculation, is no greater than 2.67:1.00, request an increase in Commitments under the then existing Revolving Facility (each, an “Incremental Loan CommitmentRevolving Facility” and the revolving loans extended thereunder, each an the “Incremental LoanRevolving Loans”) at any timein an aggregate amount not to exceed $25,000,000 for all such Incremental Revolving Loans, provided that, in each case of (A) and (B) (i) immediately before and after giving effect to each Incremental Amendment and the applicable Incremental Facility, no Default or Event of Default has occurred and is continuing or would result therefrom and the representations and warranties in Article V shall be true and correct in all material respects; provided that no commitment to the extent the proceeds of any Lender shall Incremental Facility are intended to be increased without applied to finance a Limited Condition Acquisition, if agreed to by the consent of Additional Incremental Lenders providing such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth Facility, (x) the amount only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Incremental Loan Commitment being requested (which Facility shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Additional Incremental Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a minimum amount result of $1,000,000 and multiples a breach of $500,000 such representations or warranties in excess thereof) such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into, (ii) the amount of Incremental Term Facilities and Permitted Incremental Equivalent Debt as of such date shall not be greater than the Maximum Incremental Term Facilities Amount permitted to be incurred on which such date, (iii) no Incremental Loans shall benefit from any Guarantees or Collateral that do not ratably benefit the Loans and (iv) in the event that the Yield for any Incremental Term Loans that are pari passu in right of payment and with respect to security with the then existing Term Loans is higher than the Yield for the then existing Term Loans by more than 50 basis points, then the Applicable Margin for the then existing Term Loans shall be increased to the extent necessary so that the Yield for such then existing Term Loans is equal to the Yield for such Incremental Loan Term Loans minus 50 basis points (the “MFN Adjustment”). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is requested to become effective (whichnot less than $5,000,000, provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Any Lenders participating in an Incremental Revolving Facility, unless then a Revolving Lender, shall be reasonably acceptable to the Swing Line Lender and the Issuing Bank, in each case under such Incremental Revolving Facility set forth above. (b) Each Incremental Facility (i) shall rank (A) pari passu in right of payment and in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower (subject to the applicable Intercreditor Agreement if incurred under documentation outside of the Loan Documents) or (B) junior in right of payment and in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower or unsecured (and if secured, subject to the applicable Intercreditor Agreement, and if unsecured, shall be established as a separate facility under documentation outside of the Loan Documents), (ii) for purposes of prepayments, shall be treated no more favorably than the Initial Term Loans, in the case of an Incremental Term Facility, or the Initial Revolving Loans, in the case of an Incremental Revolving Facility, in each case except those that only apply after the then existing Latest Maturity Date, (iii) except as otherwise required or permitted in this Section 2.15, shall have such terms, if not consistent with the terms of the Initial Term Loans, in the case of an Incremental Term Facility, or Revolving Loans, in the case of an Incremental Revolving Facility, as shall be agreed by Agent the Borrower and the Additional Incremental Lenders providing such Incremental LoanTerm Facility or Incremental Revolving Facility; provided that to the extent such terms and documentation are not consistent with the then existing Term Loans or Revolving Loans (except to the extent relating to maturity, yield, use of proceeds or availability), they shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to the periods after the Latest Maturity Date of any then existing Term Loans or Incremental Term Loans or Revolving Loans or Incremental Revolving Loans) (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loans or Incremental Revolving Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Term Loans or Revolving Loans, as applicable, or if such financial maintenance covenant applies only after the payment in full of any then existing Term Loans); provided further that (A) no Incremental Term Facility shall have a final maturity date earlier than the Latest Maturity Date, (B) no Incremental Term Facility shall have a weighted average life that is shorter than the weighted average life of the latest maturing class of then-existing Term Loans (provided that, the immediately foregoing proviso, when aggregated with the Incremental Equivalent Maturity Exception, shall not be less than six apply to up to $25,000,000 in Incremental Term Loans incurred in reliance on clause (6b)(ii) days nor more than sixty (60) days after of the date definition of any Maximum Incremental Loan Request Term Facilities Amount as selected by the Borrower (the “Incremental Effective DateMaturity Exception”)) and (C) no Incremental Revolving Facility shall have a final maturity date earlier than the Initial Revolving Loan Maturity Date; provided, further, that to the extent any Incremental Facility is not pari passu in right of payment and in respect of the Collateral with the Obligations, it shall (except in the case of any Incremental Term Facility that is incurred as a last-out tranche) be documented pursuant to documentation other than the Loan Documents. (c) Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to (i) the Borrower and, (ii) if Administrative Agent, the Revolving Agent or the Issuing Bank would have consent rights with respect to such new lender under Section 12.04 herein were such new lender to take an assignment of Loans hereunder, the Administrative Agent, the Revolving Agent or the Issuing Bank, as applicable (such consent of the Administrative Agent, the Revolving Agent or the Issuing Bank, as applicable, not to be unreasonably withheld) (any such bank, financial institution, existing Lender or other Person being called an “Additional Incremental Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Incremental Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable) and (to the extent it affects the rights or increases the obligations of the Administrative Agent or Revolving Agent), the Administrative Agent or Revolving Agent, as applicable). Upon delivery of the applicable Incremental Loan Request to Agent, such Incremental Loan Commitment No Lender shall be offered obligated to all Lenders pro rata according provide any Commitments under an Incremental Facility, unless it so agrees (and any Lender that does not respond shall be conclusively presumed not to agree to provide additional Commitments). Commitments in respect of any Incremental Facilities shall become Commitments under this Agreement. An Incremental Amendment may, without the respective outstanding principal amounts consent of the Loans and any other Lenders, effect such amendments to any Loan Commitments held by each Lender (or in such other proportion Documents as may be agreed by necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Incremental Lenders and comparable to the Agentprovisions of Section 12.12 or any changes to Section 2.04 necessary to ensure such Incremental Term Facilities are fungible with the existing Term Loans if such Incremental Term Facility is intended to be of the same Class as the relevant existing Term Loans). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception proceeds of any mutually agreed amendments Loans under an Incremental Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including, without limitation, Restricted Payments and acquisitions). (d) This Section 2.15 shall supersede any provisions in Section 2.08 or 12.12 to the interest rate and fees to be applicable to such Incremental Loanscontrary.

Incremental Loan Commitments. (a) The Borrower may, shall have the right to request from time to time (by written notice to the Administrative Agent, who shall send a copy of such notice to each Lender) that one or more Lenders (and/or one or more other Persons, reasonably acceptable to the Administrative Agent, which will become Lenders as provided below) provide Incremental Loan Commitments and, subject to the terms and conditions contained in this Agreement and the relevant Incremental Loan Commitment Agreement, make Incremental Loans pursuant thereto, so long as (x) no Default or Event of Default then exists or would result therefrom, (y) all Incremental Loans are incurred on the date of the effectiveness of the applicable Incremental Loan Commitment Agreement pursuant to which the related Incremental Loan Commitments are provided, and (z) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the applicable Incremental Loans may be incurred without violating the terms of any material Indebtedness of the Borrower or any of its Subsidiaries or the documentation governing any such Indebtedness; provided, however, that (i) no Lender shall be obligated to provide an Incremental Loan Commitment as a result of any such request by the Borrower until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Loan Commitment and has executed and delivered to the Administrative Agent an Incremental Loan Commitment Agreement as provided in clause (b) of this Section 2.14, (ii) any Lender (or any other Person, reasonably acceptable to the Administrative Agent, which will qualify as an Eligible Transferee) may so provide an Incremental Loan Commitment without the consent of any other Lender, (iii) the amount of each Tranche of Incremental Loan Commitments (whether constituting a new Tranche of Incremental Loans or being added to (and thereafter constituting a part of) a then outstanding Tranche of Loans) shall be in a minimum aggregate amount (for all Lenders and Eligible Transferees which will become Lenders) of at least $5,000,000, (iv) the aggregate amount of all Incremental Loan Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed $40,000,000, (v) any fees payable to each Incremental Loan Lender in respect of each Incremental Loan Commitment shall be separately agreed to by the Borrower, the Administrative Agent and each such Incremental Loan Lender, (vi) each Tranche of Incremental Loans shall (I) have an Incremental Loan Maturity Date of no earlier than the Initial Loan Maturity Date, (II) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Initial Loans and (III) be subject to the Applicable Margins that are set forth in the Incremental Loan Commitment Agreement governing such Tranche of Incremental Loans, (vii) the “interest rate” for any Incremental Loans (which, for such purposes only, shall be determined by the Administrative Agent and deemed to include all original issue discount (amortized over three years from the relevant Incremental Loan Borrowing Date) payable to all Lenders providing such Incremental Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Loans and exclusive of any discount or other incentive attributable to Warrants or other rights in Borrower Common Stock issued in connection with the relevant Incremental Loans) may exceed the “interest rate” applicable to the then outstanding Initial Loans (as such “interest rate” shall have been determined by the Administrative Agent on the same basis provided in the immediately preceding parenthetical) if the Applicable Margin for then outstanding Initial Loans is increased to the Applicable Increased Term Loan Rate for such Incremental Loans, (viii) each Incremental Loan Commitment Agreement shall specifically designate the Tranche or Tranches of the Incremental Loan Commitments being provided thereunder (which Tranche shall be a new Tranche (i.e., not the same as the Initial Loans or any other then existing Tranche of Loans) unless the requirements of Section 2.14(c) are satisfied), (ix) all Incremental Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Subsidiaries Guaranty, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guaranty, (x) each Lender (including any Eligible Transferee who will become a Lender) agreeing to provide an Incremental Loan Commitment pursuant to an Incremental Loan Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Incremental Loans under the Tranche specified in such Incremental Loan Commitment Agreement as provided in Section 2.01(c) and such Incremental Loans shall thereafter be deemed to be Incremental Loans under such Tranche for all purposes of this Agreement and the other applicable Credit Documents, (xi) it shall be a condition to the incurrence of each Incremental Loan that the Administrative Agent has received a certified copy of a waiver from Communications Investors LLC confirming the waiver of its anti-dilution rights under each warrant issued to it with respect to the Xxxxxxxx Xxxxxx Stock, which would otherwise be exercisable as a result of the issuance of the Warrant in respect of such Incremental Loan, and (xii) all actions taken by the Borrower pursuant to this Section 2.14 shall be done in coordination with the Administrative Agent. (b) In connection with any provision of Incremental Loan Commitments pursuant to this Section 2.14, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee reasonably acceptable to the Administrative Agent (each, an “Incremental Loan RequestLender”), request one or more increases ) which agrees to provide an Incremental Loan Commitment shall execute and deliver to the Administrative Agent an Incremental Loan Commitment Agreement substantially in the Loan Commitment form of Exhibit K (appropriately completed) (each, an “Incremental Loan Commitment” Commitment Agreement”), with the effectiveness of such Incremental Loan Lender’s Incremental Loan Commitment to occur upon delivery of such Incremental Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent) and the loans thereunder, each an “Incremental Loan”) at any time; provided that no commitment satisfaction of any Lender shall be increased without the consent of such Lender other terms and conditions described in such Lender’s sole discretion this Section 2.14 and no Lender shall be required to participate in any Incremental Loan. Each the respective Incremental Loan Request shall set forth Commitment Agreement, and (xii) the amount Borrower shall deliver to the Administrative Agent (w) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower and dated the applicable Incremental Loan Borrowing Date, covering such matters relating to the provision of the Incremental Loan Commitment being Commitments as may be reasonably requested by the Administrative Agent, (which shall be x) a solvency certificate from the chief financial officer of the Borrower, dated the applicable Incremental Loan Borrowing Date, substantially in a minimum amount the form of $1,000,000 Exhibit G (with appropriate modifications that are reasonably acceptable to the Administrative Agent to reflect the Incremental Loans and multiples of $500,000 in excess thereof) and any related transactions to occur on such date), (y) such other officers’ certificates, board of director resolutions and evidence of good standing as the date on which Administrative Agent shall reasonably request, and (z) Warrants registered in the name of each Incremental Loan Lender providing such Incremental Loan is requested to become effective Commitments, each duly authorized, executed and delivered by Borrower, (which, unless otherwise A) for such number of Borrower Common Stock as may be agreed by Agent between the Borrower and the Lenders providing such Incremental Loan, shall not Lender provided that if and to the extent the ratio of (I) the number of shares of Borrower Common Stock that can be less than six (6) days nor more than sixty (60) days after issued under the date of any Warrants provided to such Incremental Loan Request Lender, to (II) the principal amount of Incremental Loans provided by such Incremental Loan Lender (the “Incremental Effective Warrant Ratio”) exceeds (X) the ratio of (I) the number of shares of Borrower Common Stock that may then be issued under the Closing Date Warrants, to (II) the aggregate principal amount of Closing Date Loans on the Closing Date”, any Lender or its Affiliates then holding Closing Date Warrants (or, in each case, any Warrants upon transfer, division or combination thereof, or in substitution therefore, pursuant to the terms thereof) shall be issued Warrants for such additional number of shares of Borrower Common Stock so that the aggregate number of shares of Borrower Common Stock that may then be issued under such Warrants to such Lender or its Affiliates (including any Warrants issued to such Lender or its Affiliates under this clause (z)) in proportion to the aggregate amount of Closing Date Loans then attributable to such Lender, is equal to the Incremental Warrant Ratio, and/or (Y) the ratio of (I) the number of shares of Borrower Common Stock that may then be issued under the Restatement Date Warrants, to (II) the aggregate principal amount of Restatement Date Loans on the Restatement Date, any Lender or its Affiliates then holding Restatement Date Warrants (or, in each case, any Warrants upon transfer, division or combination thereof, or in substitution therefore, pursuant to the terms thereof) shall be issued Warrants for such additional number of shares of Borrower Common Stock so that the aggregate number of shares of Borrower Common Stock that may then be issued under such Warrants to such Lender or its Affiliates (including any Warrants issued to such Lender or its Affiliates under this clause (z)) in proportion to the aggregate amount of Restatement Date Loans then attributable to such Lender, is equal to the Incremental Warrant Ratio, and (B) which shall contain terms no more favorable in the aggregate to the holder thereof than the terms set forth in the Warrants issued to the respective Lenders (or their Affiliates) providing the Closing Date Loans or the Restatement Date Loans hereunder. Upon delivery The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Loan Commitment Agreement, and at such time (A) Schedule I shall be deemed modified to reflect the Incremental Loan Commitments of such Incremental Loan Lenders and (B) to the extent requested by any Incremental Loan Lender, an appropriate Note will be issued at the Borrower’s expense to such Incremental Loan Lender, to be in conformity with the requirements of Section 2.05 (with appropriate modification) to the extent needed to reflect the new Incremental Loans made by such Incremental Loan Lender. (c) Notwithstanding anything to the contrary contained above in this Section 2.14, the Incremental Loan Commitments provided by an Incremental Loan Lender or Incremental Loan Lenders, as the case may be, pursuant to each Incremental Loan Commitment Agreement shall constitute a new Tranche, which shall be separate and distinct from the existing Tranches pursuant to this Agreement (with a designation which may be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e., X-0, X-0, X-0, X-0, X-0, X-0, C-1, C-2, C-3, etc.), provided that, with the consent of the applicable Administrative Agent, the parties to a given Incremental Loan Request Commitment Agreement may specify therein that the respective Incremental Loans made pursuant thereto shall constitute part of, and be added to, a then outstanding Tranche of Loans so long as the following requirements are satisfied: (i) the Incremental Loans to Agent, be made pursuant to such Incremental Loan Commitment Agreement shall have the same Maturity Date and shall have the same Applicable Margins as the Tranche of Loans to which the new Incremental Loans are being added; and (ii) on the date of the making of such new Incremental Loans, and notwithstanding anything to the contrary set forth in Section 2.09, such new Incremental Loans shall be offered added to all Lenders (and form part of) each Borrowing of outstanding Loans of the respective Tranche on a pro rata according basis (based on the relative sizes of the various outstanding Borrowings), so that each applicable Lender will participate proportionately in each then outstanding Borrowing of Loans of the respective Tranche. To the extent the provisions of preceding clause (ii) require that Lenders making new Incremental Loans add such Incremental Loans to the respective then outstanding principal amounts Borrowings of Eurodollar Loans of the Loans and Loan Commitments held by each Lender (or respective Tranche of Loans, it is acknowledged that the effect thereof may result in such other proportion new Incremental Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Loans of the respective Tranche and which will end on the last day of such Interest Period). In connection therewith, the Borrower hereby agrees to compensate the Lenders making the new Incremental Loans of the respective Tranche for funding Eurodollar Loans during an existing Interest Period on such basis as may be agreed reasonably determined by the respective Lenders to compensate them for actual losses for funding the various Incremental Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto), upon presentation of documentation setting forth, in reasonable detail, the nature and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provideitems for which such compensation is requested. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer All determinations by any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments Lender pursuant to the interest rate immediately preceding sentence shall, absent manifest error, be final and fees to be applicable to such Incremental Loansconclusive and binding on all parties hereto.

Incremental Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower mayshall, by written notice in consultation with the Administrative Agent, have the right to Agent (each, an “Incremental Loan Request”), request on one or more increases in occasions on and after the Initial Borrowing Date and prior to the Incremental Term Loan Commitment Termination Date that one or more Lenders (eachand/or one or more other Persons which will become Lenders as provided below) provide Incremental Term Loan Commitments under any Tranche of Term Loans (including a New Tranche or an existing Tranche, an “but excluding the Tranche of Euro Term Loans) and, subject to the terms and conditions contained in this Agreement, make Incremental Loan Commitment” Term Loans pursuant thereto, it being understood and the loans thereunderagreed, each an “Incremental Loan”however, that: (i) at any time; provided that no commitment of any Lender shall be increased obligated to provide an Incremental Term Loan Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement as provided in clause (b) of this Section 1.15, such Lender shall not be obligated to fund any Incremental Term Loans; (ii) any Lender or any other Person which will qualify as an Eligible Transferee may so provide an Incremental Term Loan Commitment without the consent of such Lender in such any other Lender’s sole discretion and no Lender shall be required ; (iii) each provision of Incremental Term Loan Commitments pursuant to participate in any this Section 1.15 on a given date (other than Incremental Loan. Each Term Loan Commitments with respect to Refinancing Incremental Loan Request shall set forth (xTerm Loans) the amount of the Incremental Loan Commitment being requested (which shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $10,000,000; (iv) the aggregate amount of all Incremental Term Loan Commitments (other than Incremental Term Loan Commitment s with respect to Refinancing Incremental Term Loans) permitted to be provided pursuant to this Section 1.15 shall not exceed $1,000,000 60,000,000; (v) the relevant Incremental Commitment Agreements shall specifically set forth the Tranche of Term Loans in respect of the Incremental Term Loan Commitments being provided thereunder, provided that no Tranche of Incremental Term Loans may be added to the Tranche of Euro Term Loans; (vi) each Lender agreeing to provide an Incremental Term Loan Commitment, shall make Incremental Term Loans under the Tranche of Term Loans specified in the relevant Incremental Commitment Agreement pursuant to Section 1.01(c) and multiples such Incremental Term Loans shall thereafter be deemed to be Term Loans under the relevant Tranche of $500,000 Term Loans for all purposes of this Agreement and the other Credit Documents, provided that no Tranche of Incremental Term Loans may be added to the Tranche of Euro Term Loans; (vii) no Incremental Term Loan may be incurred unless the Borrower will be in excess compliance with each of the Financial Covenants, in each case, on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan and the application of the proceeds thereof; (viii) if Incremental Term Loans incurred pursuant to an Incremental Term Loan Commitment are under a New Tranche, the Applicable Margin for such New Tranche of Incremental Term Loans, the Incremental Term Loan Maturity Date for such New Tranche and the Scheduled Repayments for such New Tranche and the other terms of such New Tranche shall be set forth in the related Incremental Commitment Agreement, provided that (x) the Maturity Date for such New Tranche shall not be earlier than the Initial Term Loan Maturity Date and (y) the date on which Weighted Average Life to Maturity of such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, New Tranche shall not be less shorter than six the Weighted Average Life to Maturity of the Initial Term Loan Tranche; and (6ix) days nor more than sixty all actions taken by the Borrower pursuant to this Section 1.15 shall be done in coordination with the Administrative Agent. (60b) days after At the date time of any provision of Incremental Term Loan Request Commitments pursuant to this Section 1.15, (i) the “Borrower, the Administrative Agent and each such Lender or other Eligible Transferee (each an "Incremental Effective Date”)). Upon delivery of the applicable Lender") which agrees to provide an Incremental Loan Request to Agent, such Incremental Term Loan Commitment shall be offered to all Lenders pro rata according execute and deliver to the Administrative Agent an Incremental Commitment Agreement substantially in the form of Exhibit C (appropriately completed), with the effectiveness of such Incremental Lender's Incremental Term Loan Commitment to occur on the date set forth in such Incremental Commitment Agreement and the payment of any fees (including, without limitation, any fees payable pursuant to clause (ii) below) required in connection therewith, (ii) the Administrative Agent shall receive from the Borrower (or, to the extent agreed to by the Borrower and the respective outstanding principal amounts Incremental Lender, from such respective Incremental Lender) the payment of a non-refundable fee of $3,500 for each Eligible Transferee which becomes a Lender pursuant to this Section 1.15, (iii) the Borrower and its Subsidiaries shall have delivered such amendments, modifications and/or supplements to the Guaranties and the Security Documents as are necessary or in the reasonable opinion of the Loans and Administrative Agent, desirable to insure that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments held are secured by, and entitled to the benefits of, the Guaranties and the Security Documents, (iv) the Administrative Agent shall have received evidence reasonably satisfactory to it that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments are permitted by, and constitute "Senior Indebtedness" under, the Senior Subordinated Note Documents, (v) the Administrative Agent shall have received evidence reasonably satisfactory to it that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments are permitted by each Lender the terms of the outstanding Indebtedness of the Borrower and its Subsidiaries including, without limitation, the Senior Subordinated Note Documents and (vi) the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such other proportion date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03 as may be agreed reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and (i) at such time Schedule I shall be deemed modified to reflect the Incremental Term Loan Commitments of such Incremental Lenders under the relevant Tranche or Tranches of Term Loans and (ii) to the extent requested by such Incremental Lenders, the appropriate Incremental Term Notes will be issued, at the Borrower's expense, to such Incremental Lenders, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the Incremental Term Loans made by such Incremental Lenders. (c) In connection with each incurrence of Incremental Term Loans pursuant to Section 1.01(c), the Lenders and the Agent). The Agent shall have up Borrower hereby agree that, notwithstanding anything to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loancontrary contained in this Agreement, the Borrower and the Administrative Agent may offer take all such actions as may be necessary to ensure that all Lenders with outstanding Term Loans under the relevant Tranche continue to participate in each Borrowing of outstanding Term Loans under such Tranche (after giving effect to the incurrence of Incremental Term Loans pursuant to Section 1.01(c)) on a pro rata basis, including by adding the Incremental Term Loans to be so incurred to the then outstanding Borrowings of Term Loans on a pro rata basis even though as a result thereof such new Incremental Term Loan (to the extent required to be maintained as Eurodollar Loans), may effectively have a shorter Interest Period than the then outstanding Borrowings of Term Loans under such Tranche and it is hereby agreed that (x) to the extent any portion then outstanding Borrowings of Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the requested Incremental Loan that is not provided type described in Section 1.11 incurred by such Lenders in connection therewith shall be for the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with account of the possible exception of any mutually agreed amendments Borrower or (y) to the extent the Incremental Term Loans to be so incurred are added to the then outstanding Borrowings of Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such additional Incremental Term Loans shall be entitled to receive an effective interest rate and fees on such additional Incremental Term Loans as is equal to be applicable the Eurodollar Rate as in effect two Business Days prior to the incurrence of such additional Incremental LoansTerm Loans plus the then Applicable Margin for such Tranche of Term Loans until the end of the respective Interest Period or Interest Periods with respect thereto.

Incremental Loan Commitments. (a) The Borrower may, shall have the right to request from time to time (by written notice to the Administrative Agent, who shall send a copy of such notice to each Lender) that one or more Lenders (and/or one or more other Persons, reasonably acceptable to the Administrative Agent, which will become Lenders as provided below) provide Incremental Loan Commitments and, subject to the terms and conditions contained in this Agreement and the relevant Incremental Loan Commitment Agreement, make Incremental Loans pursuant thereto, so long as (x) no Default or Event of Default then exists or would result therefrom, (y) all Incremental Loans are incurred on the date of the effectiveness of the applicable Incremental Loan Commitment Agreement pursuant to which the related Incremental Loan Commitments are provided, and (z) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the applicable Incremental Loans may be incurred without violating the terms of any material Indebtedness of the Borrower or any of its Subsidiaries or the documentation governing any such Indebtedness; provided, however, that (i) no Lender shall be obligated to provide an Incremental Loan Commitment as a result of any such request by the Borrower until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Loan Commitment and has executed and delivered to the Administrative Agent an Incremental Loan Commitment Agreement as provided in clause (b) of this Section 2.14, (ii) any Lender (or any other Person, reasonably acceptable to the Administrative Agent, which will qualify as an Eligible Transferee) may so provide an Incremental Loan Commitment without the consent of any other Lender, (iii) the amount of each Tranche of Incremental Loan Commitments (whether constituting a new Tranche of Incremental Loans or being added to (and thereafter constituting a part of) a then outstanding Tranche of Loans) shall be in a minimum aggregate amount (for all Lenders and Eligible Transferees which will become Lenders) of at least $1,000,000, (iv) the aggregate amount of all Incremental Loan Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed $7,500,000, (v) any fees payable to each Incremental Loan Lender in respect of each Incremental Loan Commitment shall be separately agreed to by the Borrower, the Administrative Agent and each such Incremental Loan Lender, (vi) each Tranche of Incremental Loans shall (I) have an Incremental Loan Maturity Date of no earlier than the Initial Loan Maturity Date and (II) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Initial Loans, (vii) the “interest rate” for any Incremental Loans (which, for such purposes only, shall be determined by the Administrative Agent and deemed to include all original issue discount (amortized over three years from the relevant Incremental Loan Borrowing Date) payable to all Lenders providing such Incremental Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Loans and exclusive of any discount or other incentive attributable to Warrants or other rights in Borrower Common Stock issued in connection with the relevant Incremental Loans) may exceed the “interest rate” applicable to the then outstanding Initial Loans (as such “interest rate” shall have been determined by the Administrative Agent on the same basis provided in the immediately preceding parenthetical) if the Applicable Margin for then outstanding Initial Loans is increased to the Applicable Increased Term Loan Rate for such Incremental Loans, (viii) each Incremental Loan Commitment Agreement shall specifically designate the Tranche or Tranches of the Incremental Loan Commitments being provided thereunder (which Tranche shall be a new Tranche (i.e., not the same as the Initial Loans or any other then existing Tranche of Loans) unless the requirements of Section 2.14(c) are satisfied), (ix) all Incremental Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Subsidiaries Guaranty, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guaranty, (x) each Lender (including any Eligible Transferee who will become a Lender) agreeing to provide an Incremental Loan Commitment pursuant to an Incremental Loan Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Incremental Loans under the Tranche specified in such Incremental Loan Commitment Agreement as provided in Section 2.01(c) and such Incremental Loans shall thereafter be deemed to be Incremental Loans under such Tranche for all purposes of this Agreement and the other applicable Credit Documents, (xi) all interest payable in respect of any Incremental Loans shall be PIK interest and (xii) all actions taken by the Borrower pursuant to this Section 2.14 shall be done in coordination with the Administrative Agent . (b) In connection with any provision of Incremental Loan Commitments pursuant to this Section 2.14, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee reasonably acceptable to the Administrative Agent (each, an “Incremental Loan RequestLender”), request one or more increases in the ) which agrees to provide an Incremental Loan Commitment shall execute and deliver to the Administrative Agent an Incremental Loan Commitment Agreement in form and substance reasonably satisfactory to the Administrative Agent (each, an “Incremental Loan Commitment” Commitment Agreement”), with the effectiveness of such Incremental Loan Lender’s Incremental Loan Commitment to occur upon delivery of such Incremental Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent) and the loans thereunder, each an “Incremental Loan”) at any time; provided that no commitment satisfaction of any Lender shall be increased without the consent of such Lender other terms and conditions described in such Lender’s sole discretion this Section 2.14 and no Lender shall be required to participate in any Incremental Loan. Each the respective Incremental Loan Request shall set forth Commitment Agreement, and (xii) the amount Borrower shall deliver to the Administrative Agent (w) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower and dated the applicable Incremental Loan Borrowing Date, covering such matters relating to the provision of the Incremental Loan Commitment being Commitments as may be reasonably requested by the Administrative Agent, (which shall be in x) a minimum amount solvency certificate from the chief financial officer of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such Incremental Loan is requested to become effective (whichBorrower, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of any Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery of dated the applicable Incremental Loan Request Borrowing Date, substantially in the form of Exhibit G (with appropriate modifications that are reasonably acceptable to the Administrative Agent to reflect the Incremental Loans and any related transactions to occur on such date), (y) such other officers’ certificates, board of director resolutions and evidence of good standing as the Administrative Agent shall reasonably request and (z) Warrants registered in the name of each Incremental Loan Lender providing such Incremental Loan Commitments, each duly authorized, executed and delivered by Borrower for such number of Borrower Common Stock as may be agreed between the Borrower and such Incremental Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Loan Commitment Agreement, and at such time to the extent requested by any Incremental Loan Lender, an appropriate Note will be issued at the Borrower’s expense to such Incremental Loan Lender, to be in conformity with the requirements of Section 2.05 (with appropriate modification) to the extent needed to reflect the new Incremental Loans made by such Incremental Loan Lender. (c) Notwithstanding anything to the contrary contained above in this Section 2.14, the Incremental Loan Commitments provided by an Incremental Loan Lender or Incremental Loan Lenders, as the case may be, pursuant to each Incremental Loan Commitment Agreement shall constitute a new Tranche, which shall be separate and distinct from the existing Tranches pursuant to this Agreement (with a designation which may be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e., X-0, X-0, X-0, X-0, X-0, X-0, C-1, C-2, C-3, etc.), provided that, with the consent of the Administrative Agent, the parties to a given Incremental Loan Commitment Agreement may specify therein that the respective Incremental Loans made pursuant thereto shall constitute part of, and be added to, a then outstanding Tranche of Loans so long as the following requirements are satisfied: (i) the Incremental Loans to be made pursuant to such Incremental Loan Commitment Agreement shall have the same Maturity Date and shall have the same Applicable Margin as the Tranche of Loans to which the new Incremental Loans are being added; and (ii) on the date of the making of such new Incremental Loans, such new Incremental Loans shall be offered added to all Lenders (and form part of) each Borrowing of outstanding Loans of the respective Tranche on a pro rata according to basis (based on the relative sizes of the various outstanding Borrowings), so that each applicable Lender will participate proportionately in each then outstanding Borrowing of Loans of the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansTranche.

Incremental Loan Commitments. Borrower may(a) The Funds Administrator shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of the Administrative Agent (eachexcept as otherwise provided in this Section 2.16) or the Lenders, an “Incremental Loan Request”)to request at any time and from time to time after the Closing Date (or, request if later, after the satisfaction of any condition previously agreed to among the Administrative Agent and the Funds Administrator) and prior to the Termination Date that one or more increases Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Advances and participate in Letters of Credit and Swingline Advances pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent, the Funds Administrator and the Co-Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.16, such Lender shall not be obligated to fund any Advances in excess of its Commitment (if any) or participate in any Letters of Credit or Swingline Advances in excess of its Pro Rata Share, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.16, (ii) any Lender (including any Person which is an Eligible Assignee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, the Swingline Bank and each Issuing Bank (which consents shall not be unreasonably withheld) to provide an Incremental Commitment in accordance with this Section 2.16, (iii) the aggregate amount of each request (and provision therefor) for Incremental Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.16 (including Persons who are Eligible Assignees and will become Lenders) of at least $10,000,000, or, if less, the remaining unutilized balance of the Maximum Incremental Amount (or such lesser amount that is acceptable to the Administrative Agent), (iv) the aggregate amount of all Incremental Commitments permitted to be provided pursuant to this Section 2.16 shall not exceed the Maximum Incremental Amount, (v) the Funds Administrator shall not increase the Commitment pursuant to this Section 2.16 more than 3 times, (vi) such Incremental Commitments shall have the same terms (other than any arrangement fees, upfront fees or original issue discount) payable at the time of and in connection with the applicable Incremental Commitment Agreement) as the Commitments, (vii) all Advances incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Loan Documents and shall be secured by the relevant Collateral Documents, and guaranteed under the Guarantee and Collateral Agreement and each other relevant guarantee, on a pari passu basis with all other Advances secured by each relevant Collateral Document and guaranteed under the Guarantee and Collateral Agreement and each other relevant guarantee, and (viii) each Lender (including any Person which is an Eligible Assignee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Letters of Credit pursuant to Sections 2.03 and 2.04, respectively, and make Advances as provided in Section 2.02 and such Advances shall constitute Advances for all purposes of this Agreement and the other applicable Loan Documents. (b) At the time of the provision of Incremental Commitments pursuant to this Section 2.16, (i) the Co-Borrowers, each Subsidiary Guarantor, the Administrative Agent and each such Lender or other Eligible Assignee which agrees to provide an Incremental Commitment (each, an “Incremental Loan Commitment” Lender”) shall execute and deliver to the Funds Administrator and the loans thereunderAdministrative Agent an Incremental Commitment Agreement, each an “Incremental Loan”) at any time; provided that no commitment of any Lender shall be increased without appropriately completed (with the consent of such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount effectiveness of the Incremental Loan Commitment being requested (provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (x) all Incremental Commitment Requirements have been satisfied, (y) all conditions set forth in this Section 2.16 shall have been satisfied and (z) all other conditions precedent that may be set forth in such Incremental Loan is requested to become effective Commitment Agreement shall have been satisfied) and (whichii) the Co-Borrowers, unless otherwise agreed by each Subsidiary Guarantor and the Administrative Agent and each Incremental Lender (as applicable) shall execute and deliver to the Lenders providing Administrative Agent such additional Collateral Documents and/or amendments to the Collateral Documents which are necessary to ensure that all Advances incurred pursuant to the Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of any Incremental Loan Request Commitments are secured by each relevant Collateral Document (the “Incremental Effective DateCollateral Documents”)). Upon delivery The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule I shall be deemed modified to reflect the Incremental Commitments of such Incremental Lenders. (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Loan Document. (d) At the time of any provision of Incremental Commitments pursuant to this Section 2.16, the Funds Administrator shall, in coordination with the Administrative Agent, repay outstanding Advances of certain of the applicable Lenders, and incur additional Advances from certain other Lenders (including the Incremental Loan Request Lenders), in each case to Agent, such Incremental Loan Commitment shall be offered to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Advances pro rata according on the basis of their respective Commitments (after giving effect to any increase in the Total Commitment pursuant to this Section 2.16) and with the Co-Borrowers being obligated to pay to the respective outstanding principal amounts Lenders any costs of the Loans and Loan Commitments held by each Lender (or type referred to in Section 2.10 in connection with any such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental Loansrepayment and/or Borrowing.

Incremental Loan Commitments. At any time and from time to time on and after the Initial Borrowing Date and prior to the Term Loan Maturity Date, the Borrower may, by written notice to Agent may request that one or more Banks or other lending institutions (eacheach such lending institution, an “Incremental Loan RequestLending Institution”), request one as the case may be, (i) enter into commitments to make additional term loans as a Term Loan and (ii) enter into commitments to make additional Revolving Loans, subject to all the terms and conditions set forth in this Agreement and all other Credit Documents pertaining to Revolving Loans and Revolving Loan Commitments with such additional term loans having the same Guarantees from the Guarantors and being secured on a pari passu basis by the same Collateral as the Senior Secured Credit Facilities (any such commitment to make additional Term Loans or more increases in the Loan Commitment (eachRevolving Loans, an “Incremental Loan Commitment” and the loans thereunder, each an “Incremental Loan”) at any time); provided that (A) no commitment Default or Event of any Lender shall be increased without the consent of such Lender in such Lender’s sole discretion and no Lender shall be required Default will exist immediately prior to participate in any Incremental Loan. Each Incremental Loan Request shall set forth or after giving effect thereto, (xB) the amount of the Incremental Loan Commitment being requested (which shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the maturity date of any Incremental additional Term Loan Request (the “Incremental Effective Date”)). Upon delivery of the applicable Incremental Loan Request made pursuant to Agent, any such Incremental Loan Commitment shall not be offered to all Lenders pro rata according earlier than the Term Loan Maturity Date, (C) in the case of any such Incremental Term Loans and Term Loan Commitments with respect thereto, the other terms and documentation with respect thereto, to the respective extent not consistent with the Term Loan Commitment and the outstanding Term Loans, shall be reasonably satisfactory to the Administrative Agent (it being understood that the Administrative Agent has no approval rights over interest rates or maturity date consistent with clause (B)), (D) the aggregate principal amounts amount of all Incremental Loan Commitments shall not exceed the then Permitted Incremental Loan Commitment Amount, (E) with respect to any such additional Revolving Loans and Incremental Loan Commitments with respect thereto, they will be part of the Loans and Revolving Loan Commitments held and have the same terms with respect thereto, (F) no Bank will be required to provide any such Incremental Loan Commitment, (G) the Borrower shall, on a pro forma basis after giving effect to the Incremental Loans as if fully drawn on the date of such Incremental Loan Commitment, be in compliance with Section 9.09 for the most recent Test Period and (H) at any time prior to August 1, 2009, in the event that the Applicable Margin (at each level), on a yield-to-maturity basis, together with any original issue discount and upfront fees (the “Applicable Yield”) for the Incremental Term Loans is greater than the Applicable Margin, on a yield to maturity basis, of the Term Loans by each Lender more than 50 basis points, then the Applicable Margin for the Term Loans shall be increased to the extent necessary such that the Applicable Margin for the Term Loans plus 0.50% per annum shall be equal to the Applicable Yield for the Incremental Term Loans. Each Incremental Loan Commitment (whether constituting an addition to an existing Tranche or in such other proportion as may a new Tranche) shall be agreed incorporated into this Agreement pursuant to a supplement or amendment hereto or an amendment and restatement hereof executed and delivered by the Lenders Borrower, the Administrative Agent and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested each Incremental Loan that Lending Institution whose Commitment is increasing pursuant thereto, and such Persons are hereby authorized to enter into any such supplement, amendment or amendment and restatement (which shall be binding on all parties), to the Lenders will provide. If extent necessary (but only to the existing Lenders fail extent necessary) to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested effect such Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansCommitment.

Incremental Loan Commitments. Borrower A. Company may, by written notice to Administrative Agent (eachfrom time to time, an “request Incremental Loan Request”), request Commitments in an aggregate amount not to exceed $1,000,000,000 from one or more increases in the Loan Commitment Incremental Lenders (each, an “which may include any existing Lender) willing to provide such Incremental Loan Commitment” and the loans thereunder, each an “Incremental Loan”) at any timeCommitments in their own discretion; provided that no commitment of each Incremental Lender (other than any existing Lender shall be increased without the consent or Affiliate of such Lender in such Lender’s sole discretion and no Lender or an Approved Fund) shall be required subject to participate in any Incremental Loanthe approval of Administrative Agent (not to be unreasonably withheld or delayed). Each Incremental Loan Request Such notice shall set forth (xi) the amount of the Incremental Loan Commitment Commitments being requested requested, (which shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof) and (yii) the date on which such Incremental Loan is Commitments are requested to become effective and (iii) whether such Incremental Loan Commitments are commitments to make an Incremental Revolving Loan Commitment, additional 5-Year Term Loans or term loans with terms different from the 5-Year Term Loans (“Other Term Loans”). B. Company and each Incremental Lender shall execute and deliver to Administrative Agent an Incremental Assumption Agreement and such other documentation as Administrative Agent shall reasonably specify to evidence the Incremental Loan Commitment of such Incremental Lender. Each Incremental Revolving Loan Commitment shall be on the same terms as the Revolving Loan Commitments. The Other Term Loans shall have the terms agreed to by Company and the Incremental Term Loan Lenders; provided that (i) Other Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date for the 5-Year Term Loans, (ii) Other Term Loans shall not have a weighted average life to maturity that is shorter than the weighted average life to maturity of the then remaining 5-Year Term Loans, (iii) if the effective yield (which, unless otherwise agreed by Agent for such purpose only, shall be deemed to take account of interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (1) the weighted average life of such Other Term Loans and (2) four years) payable to all Lenders providing such Incremental LoanOther Term Loans (but excluding any arrangement, shall structuring, syndication or other fees payable in connection therewith that are not be less than six shared with all Lenders (6in their capacity as such) days nor more than sixty providing such Other Term Loans) on such Other Term Loans determined as of the Funding Date for such Other Term Loans exceeds the effective yield (60determined on same basis as the preceding parenthetical) days after on the date of any Incremental Loan Request (5-Year Term Loans immediately prior to the “Incremental Effective Date”)). Upon delivery effectiveness of the applicable Incremental Assumption Agreement by more than 0.50%, the applicable Alternate Base Rate Margin or Eurodollar Rate Margin, as applicable, relating to the 5-Year Term Loans shall be adjusted and/or Company will pay additional fees to Lenders holding 5-Year Term Loans in order that such effective yield on such Other Term Loans shall not exceed such effective yield on the 5-Year Term Loans by more than 0.50% and (iv) the other terms and documentation in respect of Other Term Loans, to the extent not consistent with the 5-Year Term Loans, shall otherwise be reasonably satisfactory to the Administrative Agent. C. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Loan Request Commitments evidenced thereby as provided for in subsection 10.6. Any such deemed amendment may be memorialized in writing by Administrative Agent with Company’s consent (not to Agentbe unreasonably withheld) and furnished to the other parties hereto. D. Notwithstanding the foregoing, such no Incremental Loan Commitment shall become effective under this subsection 2.9 unless (i) on the date of such effectiveness, the conditions set forth in subsection 4.2B shall be offered satisfied and Administrative Agent shall have received a certificate to all Lenders pro rata according that effect dated such date and executed by a responsible officer of Company, provided that if the proceeds of the Incremental Loan are being used to finance a Limited Condition Acquisition, then except to the respective outstanding principal amounts extent otherwise required by the applicable Incremental Lenders, (x) the representations and warranties referred to in subsection 4.2B(i) shall be limited to the Specified Representations and (y) the Events of Default and Potential Events of Default referred to in subsection 4.2B(ii) shall be limited to those under subsections 8.1, 8.6 and 8.7 and (ii) Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent required by Administrative Agent, consistent with those delivered on the Closing Date under subsection 4.2. E. Each of the Loans parties hereto hereby agrees that Administrative Agent may take any and Loan Commitments held by each Lender (or in such other proportion all action as may be agreed reasonably necessary to ensure that, after giving effect to any Incremental Revolving Loan Commitment pursuant to this subsection 2.9, the outstanding Revolving Loans (if any) are held by the Lenders and in accordance with their new Pro Rata Shares. This may be accomplished at the discretion of Administrative Agent). The Agent shall have up , following consultation with Company, (i) by requiring the outstanding Revolving Loans to ten be prepaid with the proceeds of new Revolving Loans, (10ii) Business Days by causing non-increasing Lenders to deliver assign portions of their outstanding Revolving Loans to new or increasing Lenders or (iii) by a response regarding the amount combination of the requested Incremental Loan that the Lenders will provideforegoing. If the existing Lenders fail Any prepayment or assignment described in this paragraph (E) shall be subject to provide the full amount of the requested Incremental Loansubsection 2.6D, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to but shall otherwise be applicable to such Incremental Loanswithout premium or penalty.