Common use of Incremental Loans and Commitments Clause in Contracts

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Closing Date, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the RC Facility Commitments of any Class (each such increase, an “Incremental RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Commitments” and, together with the Incremental Term Loans and the Incremental RC Facility Commitment Increases, the “Incremental Facilities”); provided that at the applicable time of determination in accordance with Section 1.09(a) with respect to any such Incremental Facility, no Specified Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility Lenders)).

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Closing Effective Date, pursuant by written notice delivered to an Incremental Facility Amendment the Administrative Agent request (i) add one or more additional Classes of term loans or additional term loans of the same Class as of any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the RC Facility Revolving Commitments of any Class (each such increase, an “Incremental RC Facility Revolving Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental RC Facility Revolving Commitment Increases, the “Incremental Facilities”)) from any Additional Lender; provided that that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the applicable time of determination in accordance with Section 1.09(a) with respect to that any such Incremental FacilityTerm Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Specified Event of Default shall have occurred and be continuingcontinuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 5,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal such amount may be less than such amount or integral multiple $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any The Incremental Facility Term Loans (i) to the extent secured, shall rank pari passu with any then-existing Class of Loans, as applicable, equal in or junior to right of payment and/or security and no Incremental Facility with the Term Loans, shall be secured only by any assets other than the Collateral securing the Secured Obligations and shall not only be guaranteed by any Person which is not a the Loan PartyParties, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Term Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof Date, (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currencyiii) (other than, except in the case of this clause (ii), with respect to any customary bridge loan facility the terms an amount of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Incremental Term Loans denominated elected by the Borrower in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower)50.0% of Consolidated EBITDA, the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses clause (ii) and (iii)), an amortization schedule (subject to clause (iii)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the applicable Incremental Term FacilitiesLoans; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such any Incremental Term Loans that (1) are not junior to the Term Loans in terms of security or right of payment (including as a result of being a “last out facility”) or unsecured and (2) have a stated maturity date less than one year after the Term Maturity Date is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.500.75% per annum, then the Applicable Rate Effective Yield for such Initial Dollar the Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar the Term Loans or Initial Euro Term Loans, as applicable, shall not be less than are equal to the Effective Yield with respect for the Incremental Term Loans minus 0.75% per annum (provided that, to the extent any portion of the Effective Yield differential is attributable to a higher “LIBOR floor” being applicable to such Incremental Term Loans denominated Loans, such floor shall only be included in the same currency minus 0.50% per annum (this proviso, calculation of such differential to the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and extent such floor is greater than the applicable Eurocurrency Adjusted LIBO Rate in effect for a three-month an Interest Period of three months’ duration at such time, then and, with respect to such excess, the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) “LIBOR floor” applicable to the applicable outstanding Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does amount not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, to exceed the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an prior to any increase to in the Applicable Rate under the Initial Dollar applicable to such Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)then outstanding); (v) any mandatory prepayment (other than any scheduled amortization payment) of provided further that the Incremental Term Loans shall be made may participate on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than a pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for basis) in any Refinancing Amendment and/or Loan Modification Order)) mandatory repayments or prepayments hereunder and (viv) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii) and (iv) above, any differences shall be reasonably satisfactory to the Borrower Administrative Agent (except for covenants and other provisions applicable only to the lenders providing periods after the Latest Maturity Date at the time such Incremental Term LoansLoans are incurred) and (y) the documentation governing any Incremental Term Loans may include a financial maintenance covenant, it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the Term Lenders to the extent that such financial maintenance covenant is (1) also added for the benefit of any existing Loans and Commitments or (2) only applicable after the Latest Maturity Date. (cii) (i) Any The Incremental RC Facility Revolving Commitment Increase shall be treated the same as the Class of RC Facility Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Revolving Credit Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Revolving Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) fees on the Class of RC Facility Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Revolving Commitment Increase (without any requirement to pay such fees to any existing RC Revolving Lenders)) but shall not have “superpriority” status. (iii) The Additional/Replacement Revolving Commitments (i) shall rank equal or junior in right of payment with the Revolving Loans (subject to Section 2.09(f)), shall be unsecured or secured only by the Collateral securing the Secured Obligations and shall only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Revolving Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Maturity Date, (iii) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrower and the lenders of such commitments, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrower and the lenders of such commitments, (v) may include provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility LendersAmendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii), (iv) and (v) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Additional/Replacement Revolving Commitments may include financial maintenance covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each facility (provided, further, however, that, if the applicable new financial maintenance covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, such financial maintenance covenant shall be automatically included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder)). (c) Each notice from Holdings or the Borrower pursuant to this Section 2.20 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Commitment Increases or Additional/Replacement Revolving Commitments. (d) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment Increase to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Incremental Term Loans and loans under Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, subject to Section 2.14(c), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving Commitment Increase, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments for any purpose not prohibited by this Agreement. (e) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party Borrowers may at any time or from time to time (on one or more occasions) after the Closing Effective Date, pursuant by written notice delivered to an Incremental Facility Amendment the Administrative Agent request (i) add one or more additional Classes of term loans or additional term loans of the same Class as of any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the RC Facility Revolving Commitments of any Class (each such increase, an “Incremental RC Facility Revolving Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental RC Facility Revolving Commitment Increases, the “Incremental Facilities”); provided that that, both at the applicable time of determination in accordance with Section 1.09(a) with respect any such request and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental FacilityTerm Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, no Specified Event of Default (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, no Event of Default under clause (a), (b), (h) or (i) of Section 7.01) shall have occurred and be continuingcontinuing unless, in connection with a Permitted Acquisition or another Investment not prohibited by the terms of this Agreement, customary “Sungard” or “certain funds” conditionality is otherwise agreed to by the Lenders providing such Incremental Facilities. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower Borrowers and the Administrative Agent otherwise agree); provided that the principal such amount may be less than such amount or integral multiple $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any The Incremental Facility Term Loans (i) shall rank pari passu with any then-existing Class of Loans, as applicable, equal in right of payment and/or security and no Incremental Facility with the Term Loans, shall be secured only by any assets other than the Collateral securing the Secured Obligations and shall not only be guaranteed by any Person which is not a the Loan PartyParties, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Term Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans)Date, (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses clause (ii) and (iii)), an amortization schedule (subject to clause (iii)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower Borrowers and the lenders of the applicable Incremental Term FacilitiesLoans; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such any Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate Effective Yield for such Initial Dollar the Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar the Term Loans or Initial Euro Term Loans, as applicable, shall not be less than are equal to the Effective Yield with respect to such for the Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, provided that the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) LIBOR floor” applicable to the applicable outstanding Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does amount not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, to exceed the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an prior to any increase to in the Applicable Rate under the Initial Dollar applicable to such Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)then outstanding); and (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii) and (iv) above, any differences shall be reasonably satisfactory to the Borrower Administrative Agent (except for covenants and other provisions applicable only to the lenders providing such periods after the Latest Maturity Date) and (y) the documentation governing any Incremental Term LoansLoans may include a financial maintenance covenant, it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the Term Lenders to the extent that such financial maintenance covenant is (1) also added for the benefit of any existing Term Loans or (2) only applicable after the Latest Maturity Date. (cii) (i) Any The Incremental RC Facility Revolving Commitment Increase shall be treated the same as the Class of RC Facility Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Revolving Credit Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Revolving Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) fees on the Class of RC Facility Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Revolving Commitment Increase (without any requirement to pay such fees to any existing RC Facility Revolving Lenders)). (iii) The Additional/Replacement Revolving Commitments (i) shall rank equal in right of payment with the Revolving Loans, shall be secured only by the Collateral securing the Obligations and shall only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Revolving Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Maturity Date, (iii) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrowers and the lenders of such commitments, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrowers and the lenders of such commitments, (v) may include provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrowers, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility Amendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii), (iv) and (v) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Additional/Replacement Revolving Commitments may include financial maintenance covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each facility (provided, further, however, that, if the applicable new financial maintenance covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, such financial maintenance covenant shall be automatically included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder)). (c) Each notice from Holdings or the Borrowers pursuant to this Section 2.20 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Commitment Increases or Additional/Replacement Revolving Commitments. (d) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment Increase to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Incremental Term Loans and loans under Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, subject to Section 2.14(c), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving Commitment Increase, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrowers will use the proceeds of the Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments for any purpose not prohibited by this Agreement. (e) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at At any time during the period commencing on the Closing Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time (on one or more occasions) after the Closing Datetime, pursuant to an Incremental Facility Amendment request (i) add one or more additional Classes of term loans or additional term loans of an increase in the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the aggregate principal amount of the Term Loans by requesting then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more new term loan commitments to be added to such Loans facilities (which may take the form of a “term loan B” facility) (any Term Loan under clauses (i) and (ii), an “Incremental Term Increase”Loan” and, and together with any Incremental Term Facilitycollectively, the “Incremental Term Loans”), (ii) add from one or more increases existing Lenders and/or from other Eligible Assignees reasonably acceptable to the Administrative Agent and the Borrower and (iii) new revolving credit commitments under this Agreement on the terms set forth in the amount of the RC Facility Commitments of any Class this Section 2.24 (each such increaseeach, an “Incremental RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility CommitmentsRevolving Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans” and together with the Incremental Term Loans and the Incremental RC Facility Commitment IncreasesLoans, the “Incremental FacilitiesLoans”); provided that at the applicable time of determination in accordance with Section 1.09(a) with respect to any . The aggregate original principal amount for all such Incremental FacilityTerm Loans, no Specified Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the together with any Incremental Facilities that can be incurred Revolving Credit Commitments established at any time time, shall not exceed the Incremental Cap at such timeCap. Each Any Incremental Facility Term Loan or Incremental Revolving Credit Commitment shall be in a minimum principal amount (as applicable) of $10,000,000 5,000,000 (or €8,000,000 such lower amount that represents all remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under this Section 2.24(a)) and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided or such lower amount that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of and Incremental Revolving Credit Commitment availability under this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility LendersSection 2.24(a)).

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at At any time during the period commencing on the Restatement Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing (or, in the case of a Limited Condition Transaction, (x) on the date of the execution of the definitive agreement in connection therewith, no Event of Default shall exist and (y) no Event of Default pursuant to Section 8.1(a) or (f) shall exist and be continuing both immediately before and immediately after the effectiveness of the related incremental amendment) and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time (on one or more occasions) after the Closing Datetime, pursuant to an Incremental Facility Amendment request (i) add one or more additional Classes of term loans or additional term loans of an increase in the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the aggregate principal amount of the Term Loans by requesting then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more new term loan commitments to be added to such Loans facilities (which may take the form of a “term loan B” facility) (each, a “New Term Facility”) (any Term Loan under clauses (i) and (ii), an “Incremental Term Increase”Loan” and, and together with any Incremental Term Facilitycollectively, the “Incremental Term Loans”), (ii) add from one or more increases existing Lenders and/or from other Eligible Assignees reasonably acceptable to the Administrative Agent and the Borrower and (iii) new revolving credit commitments under this Agreement on the terms set forth in the amount of the RC Facility Commitments of any Class this Section 2.24 (each such increaseeach, an “Incremental RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility CommitmentsRevolving Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans” and together with the Incremental Term Loans and the Incremental RC Facility Commitment IncreasesLoans, the “Incremental FacilitiesLoans”); provided that at the applicable time of determination in accordance with Section 1.09(a) with respect to any . The aggregate original principal amount for all such Incremental FacilityTerm Loans, no Specified Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the together with any Incremental Facilities that can be incurred Revolving Credit Commitments established at any time time, shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater sum of (x) such floor and $100,000,000 plus (y) such Eurocurrency Rate) shall an unlimited amount so long as, on a Pro Forma Basis, determined on the basis of the financial statements most recently required to be equated delivered to the Applicable Rate for purposes of determining whether an increase Administrative Agent pursuant to the Applicable Rate under the Initial Dollar Term Loans Section 6.1(a) or Initial Euro Term Loans(b), as applicable, shall the case may be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, (and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% assuming in the case of any Incremental Term Loans without an interest rate floor) shall reduce Revolving Credit Commitment, that any such Incremental Revolving Credit Commitments are drawn in full and excluding the Applicable Rate with respect to cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments) and after giving effect to any Permitted Acquisition consummated in connection therewith, the Consolidated Leverage Ratio shall not exceed the lesser of (A) the maximum Consolidated Leverage Ratio then permitted under Section 7.1(b) and (B) 3.00 to 1.00; provided, that for purposes of determining whether an increase any Incremental Loans established pursuant to this Section 2.24, (i) at the Applicable Rate under Borrower’s option, the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, Borrower shall be required deemed to have used amounts under clause (y) prior to utilization of amounts under clause (x), and (ii) Incremental Loans pursuant to this Section 2.24 may be incurred simultaneously under both clauses (x) and (y) and may be utilized in a single transaction or series of related transactions, at the “MFN Adjustment”Borrower’s option, by first calculating the incurrence under clause (y) and then calculating the incurrence under clause (x)); (v) any mandatory prepayment (other than any scheduled amortization payment) of . Any Incremental Term Loans Loan or Incremental Revolving Credit Commitment shall be made on in a pro rata basis with minimum amount of $5,000,000 (or such existing applicable Term Loans, except lower amount that the Borrower and the lenders providing the relevant represents all remaining Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Loan and Incremental Revolving Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification OrderCommitment availability under this Section 2.24(a)) and integral multiples of $5,000,000 in excess thereof (vi) the or such lower amount that represents all remaining Incremental Term Loans may otherwise have terms Loan and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Revolving Credit Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility Lendersavailability under this Section 2.24(a)).

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Closing Effective Date, pursuant to an Incremental Facility Amendment Amendment, (i) add one or more additional Classes of term loans or additional term loans of the same Class as of any existing Class of term loans or increases of any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the RC Facility Revolving Commitments of any Class (each such increase, an “Incremental RC Facility Revolving Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental RC Facility Revolving Commitment Increases, the “Incremental Facilities”); provided that at that: (A) At the applicable time of determination in accordance with Section 1.09(a) with respect to the incurrence of any such Incremental Facility, (1) no Specified Event of Default shall have occurred and be continuing or (2) in the case of any Permitted Acquisition or similar Investment permitted under this Agreement, no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing. . (B) Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. . (C) Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 5,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof if such Incremental Facility is denominated in Dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal such amount may be less than such amount or integral multiple $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with or junior to any then-existing Class of Term Loans or Revolving Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any other Person which is not a Loan Party, Party and (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Revolving Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which but may provide for an automatic extension amortization of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.505.0% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any An Incremental RC Facility Revolving Commitment Increase shall be treated the same as the Class of RC Facility Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Revolving Credit Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Revolving Commitment Increase, the pricing, interest rate margins, rate floors and facility unused line fees (or undrawn commitment fees) on the Class of RC Facility Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Revolving Commitment Increase (without any requirement to pay such fees to any existing RC Facility Revolving Lenders)). (ii) The Additional/Replacement Revolving Commitments (A) shall not mature earlier than the Revolving Maturity Date and shall require no differing amortization or mandatory commitment reduction than the then-existing Revolving Loans prior to the Revolving Maturity Date (B) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, unused line fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrower and the lenders of such commitments, (C) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrower and the lenders of such commitments, (D) may include provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility Amendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (E) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that except with respect to matters contemplated by clause (c)(i) above, clauses (c)(ii)(A)-(D) above and the application of the MFN Adjustment, if any differences are not substantially consistent with the terms of the Revolving Credit Facility, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Revolving Maturity Date or to the extent such covenants or other provisions are added for the benefit of the Revolving Credit Facility). (iii) To the extent any other Additional/Replacement Revolving Commitments are established, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on any such revolving facilities (and related outstandings), (B) repayments required upon the maturity date of any such revolving facilities and (C) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to any such Additional/Replacement Revolving Commitments after the effective date of such Incremental Facility shall be made on a pro rata basis with all Revolving Loans in effect on the Effective Date (including any Incremental Revolving Commitment Increase) and Loans in respect of any Additional/Replacement Revolving Commitments, (2) all swingline loans and letters of credit under any such Additional/Replacement Revolving Commitments shall be participated on a pro rata basis by all lenders with commitments under Additional/Replacement Revolving Commitments and (3) the permanent repayment of Loans with respect to, and termination of commitments under, any such Additional/Replacement Revolving Commitments (including any Incremental Revolving Commitment Increase) after the effective date of such Incremental Facility shall be made on a pro rata basis with all other Additional/Replacement Revolving Commitments (including any Incremental Revolving Commitment Increase) and the Revolving Loans in effect on the Effective Date (including any Incremental Revolving Commitment Increase), except that (x) the Borrower shall be permitted to permanently repay and terminate commitments of any such Additional/Replacement Revolving Commitments on a greater than pro rata basis as compared to any other Additional/Replacement Revolving Commitments with a later maturity date than such Additional/Replacement Revolving Commitments and (y) the Borrower shall be permitted to permanently repay and terminate commitments of any such Additional/Replacement Revolving Commitments on a less than pro rata basis with the Revolving Loans in effect on the Effective Date (including any Incremental Revolving Commitment Increase) (but not a greater than pro rata basis) if the Additional Lenders under such Additional/Replacement Revolving Commitments so provide. (d) Subject to the MFN Adjustment, clause (b)(ii) above in the case of any Incremental Term Facility and clause (c)(i) above in the case of any Incremental Revolving Commitment Increase, the pricing, interest rate margins, rate floors, discounts premiums, fees, maturity date and amortization schedule (if any) applicable to any Incremental Facility shall be determined by the Borrower and the lenders providing such Incremental Facility. (e) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment Increase to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender or Additional Lender, if any, agreeing to provide such Commitment (it being agreed that any Person other than a Lender agreeing to provide such Commitment shall meet the requirements set forth in the definition of “Additional Lender”), and the Administrative Agent. Incremental Term Loans and loans under Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20 and other provisions and commitment schedules relating to revolving facilities generally). The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree (subject to the foregoing provisions of this Section 2.20). The Borrower will use the proceeds of the Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments for working capital and other general corporate purposes, including the financing of acquisitions permitted hereunder and other Investments, permitted Restricted Payments and any other purpose not prohibited by this Agreement. (f) Incremental Facilities may be provided by any existing Lender (in its sole discretion), or, subject to (i) the consent of the Administrative Agent (not to be unreasonably withheld or delayed) if such consent would be required under Section 9.04 for assignments or participations of Term Loans, Revolving Loans or Commitments, as applicable, to the relevant person and (ii) in the case of any Additional/Replacement Revolving Commitments or Incremental Revolving Commitment Increases, each Issuing Lender and the Swingline Lender, by any other Additional Lender. (g) Each Lender or Additional Lender providing a portion of any Incremental Facility shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Facility. On the effective date of such Incremental Facility, each Additional Lender shall become a Lender for all purposes in connection with this Agreement. (h) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Facility Amendment and/or any amendment to any other Loan Document as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments pursuant to this Section 2.20 and such technical amendments (including with respect to the amortization thereon of, to create a “fungible” class of term loans) as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.20. (i) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after (in each case, other than any time during thea Suspension Period), with notice to the Closing DateAdministrative Agent, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class as of any existing Class of term loans or increases of any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in increase the amount of the RC Facility Revolving Commitments of any Class (each such increase, an “Incremental RC Facility Revolving Commitment Increase”) or (iii) only as described in clause (ii) of the proviso to the succeeding sentence and constituting an Incremental Refinancing Facility, add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Revolving Commitments” and, together with the any Incremental Term Loans and the Incremental RC Facility Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof, the “Incremental Commitments”); provided that that, subject to Section 1.08, at the applicable time of determination in accordance with Section 1.09(a) with respect to the incurrence of any such Incremental Facility, (A1) no Specified Event of Default shall have occurred and be continuingcontinuing or would result therefrom and (B2) (x) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects or (y) in the case of any Permitted Acquisition or similar Investment, the Specified Representations shall be true and correct in all material respects (unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all materials respect as of such earlier date); provided that, if any Specified Representation is qualified by or subject to a “material adverse effect,”, “material adverse change” or similar term or qualification shall be true and correct in all respects. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time; provided that (1i) Incremental Term Loans may be incurred without regard to the Incremental Cap, without regard to whether an Event of Default has occurred and is continuing and, without regard to the minimums set forth in the immediately succeeding sentence, to the extent that the Net Proceeds from such Incremental Term Loans on the date of incurrence of such Incremental Term Loans (or substantially concurrently therewith) are used to either (x) prepay Term Loans and related amounts in accordance with the procedures set forth in Section 2.11(d)(ii)(B)(2e) or Section 2.11(f) as 148 #97964454v4 #97964454v11 applicable, or (y) permanently reduce the Revolving Commitments, Other Revolving Commitments or Replacement Revolving Commitments and (2ii) Replacement Revolving Commitments may be provided without regard to the Incremental LimitCap, without regard to whether a Default or an Event of Default has occurred and is continuing and without regard to the minimums set forth in the immediately succeeding sentence, to the extent that the existing Revolving Commitments, Other Revolving Commitments or other Replacement Revolving Commitments shall be permanently reduced by an amount equal to the aggregate amount of Replacement Revolving Commitments so provided (and any such Replacement Revolving Commitments shall be deemed to have been incurred pursuant to this proviso) (any Incremental Facility incurred for the purposes set forth in this proviso, an “Incremental Refinancing Facility”; the term loans under such Incremental Refinancing Facility, “Incremental Refinancing Term Loans”); provided, further, that no Incremental Refinancing Facility or Incremental Refinancing Term Loans may be incurred to refinance or replace the Class A Revolving Credit Commitments or Class A Revolving Loans. Each Incremental Facility (other than as set forth in the preceding proviso) shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal such amount may be less than such amount or integral multiple $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility Lenders)).

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Closing DateAmendment No. 1 Effective Date,(in each case, other than any time during the Suspension Period), with notice to the Administrative Agent, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class as of any existing Class of term loans or increases of any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in increase the amount of the RC Facility Revolving Commitments of any Class (each such increase, an “Incremental RC Facility Revolving Commitment Increase”) or (iii) only as described in clause (ii) of the proviso to the succeeding sentence and constituting an Incremental Refinancing Facility, add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Revolving Commitments” and, together with the any Incremental Term Loans and the Incremental RC Facility Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof, the “Incremental Commitments”); provided that that, subject to Section 1.08, at the applicable time of determination in accordance with Section 1.09(a) with respect to the incurrence of any such Incremental Facility, (A) no Specified Event of Default shall have occurred and be continuing. Notwithstanding anything to continuing or would result therefrom and (B) (x) the contrary herein, representations and warranties of each Loan Party set forth in the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility Loan Documents shall be true and correct in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilitiesmaterial respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects or (y) in the case of any term loan “B” Incremental Term Loans denominated Permitted Acquisition or similar Investment, the Specified Representations shall be true and correct in Dollars or Euros incurred after the Closing Date and prior all material respects (unless such representations relate to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicablean earlier date, in effect at the time which case, such representations shall have been true and correct in all materials respect as of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)earlier date); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required any Specified Representation is qualified by or subject to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront a “material adverse effect,” “material adverse change” or similar fees may term or qualification shall be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility Lenders)).true and correct in all respects. Notwithstanding

Incremental Loans and Commitments. (a) i. The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Closing Effective Date, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”Amendment, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the RC Facility Revolving Commitments of any Class (each such increase, an “Incremental RC Facility Revolving Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Commitments” and, together with the Incremental Term Loans and the Incremental RC Facility Commitment Increasesany such increases, the “Incremental Facilities”); provided that at that: a. At the applicable time of determination in accordance with Section 1.09(a) with respect to any such the effectiveness of the Incremental FacilityRevolving Commitment Increase, no Specified Event of Default shall have occurred and be continuing. . b. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. . c. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 5,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof if such Incremental Facility is denominated in Dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal such amount may be less than such amount or integral multiple $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) ii. Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, the Revolving Loans in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any other Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any iii. An Incremental RC Facility Revolving Commitment Increase shall be treated the same as the Class of RC Facility Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Revolving Credit Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Revolving Commitment Increase, the pricing, interest rate margins, rate floors and facility unused line fees (or undrawn commitment fees) on the Class of RC Facility Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Revolving Commitment Increase (without any requirement to pay such fees to any existing RC Facility Revolving Lenders)). iv. Subject to clause (c) above, the pricing, interest rate margins, rate floors, discounts premiums and fees to any Incremental Facility shall be determined by the Borrower and the lenders providing such Incremental Facility. v. Commitments in respect of Incremental Revolving Commitment Increases shall become Commitments (or in the case of an Incremental Revolving Commitment Increase to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender or Additional Lender, if any, agreeing to provide such Commitment (it being agreed that any Person other than a Lender agreeing to provide such Commitment shall meet the requirements set forth in the definition of “Additional Lender”), and the Administrative Agent. Loans under Incremental Revolving Commitment Increases shall be “Loans” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19 and other provisions and commitment schedules relating to revolving facilities generally). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree (subject to the foregoing provisions of this Section 2.19), but the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan) in respect of any Incremental Facility shall be subject to the satisfaction of the conditions set forth in Section 4.02. The Borrower will use the proceeds of the Incremental Revolving Commitment Increases for working capital and other general corporate purposes, including the financing of acquisitions permitted hereunder and other Investments, permitted Restricted Payments and any other purpose not prohibited by this Agreement. vi. Incremental Facilities may be provided by any existing Lender (in its sole discretion), or, subject to (i) the consent of the Administrative Agent (not to be unreasonably withheld or delayed) if such consent would be required under Section 9.04 for assignments or participations of Revolving Loans or Commitments, as applicable, to the relevant person and (ii) each Issuing Lender and the Swingline Lender, by any other Additional Lender. vii. Each Lender or Additional Lender providing a portion of any Incremental Facility shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Facility. On the effective date of such Incremental Facility, each Additional Lender shall become a Lender for all purposes in connection with this Agreement. viii. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Facility Amendment and/or any amendment to any other Loan Document as may be necessary in order to effectuate the purpose of this Section 2.19 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Incremental Facility, in each case on terms consistent with this Section 2.19. ix. Notwithstanding anything to the contrary, this Section 2.19 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary.

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at At any time or from time prior to time the Revolving Maturity Date, the Company may by written notice to the Administrative Agent elect to request the establishment of: (on i) one or more occasions) after the Closing Dateincremental term loan commitments (any such incremental term loan commitment, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class as any existing Class of term loans (an “Incremental Term FacilityLoan Commitment”) and/or increase the principal amount of the Term Loans by requesting new to make an incremental term loan commitments to be added to the Company (any such Loans (incremental term loan, an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term LoansLoan”), ; or (ii) add one or more increases in the amount of the RC Facility Commitments of any Class (each such increaseCommitments, an “Incremental RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility CommitmentsRevolving Credit Commitment” and, together with the Incremental Term Loans and the Incremental RC Facility Commitment IncreasesLoan Commitments, the “Incremental FacilitiesLoan Commitments”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loan, the “Incremental Loans”); provided that at (x) the applicable time of determination in accordance with Section 1.09(a) with respect to any total aggregate amount for all such Incremental Facility, no Specified Event of Default shall have occurred and be continuing. Notwithstanding anything Loan Commitments pursuant to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time this Section 2.16(a) shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence 250,000,000 and (y) any such the total aggregate amount for each Incremental Term Loan Commitment (and the Incremental Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollarsmade thereunder) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than a minimum principal amount of $20,000,000 (or such lesser amount to which the Effective Yield with respect to Administrative Agent may agree). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Company proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten Business Days after the date on which such (1) in the case of each Incremental Term Loans denominated in Loan (the same currency minus 0.50% per annum terms of which shall be set forth the relevant Lender Joinder Agreement): (this proviso, the “MFN Protection”x) (provided, that if such Incremental Term Loan includes an interest rate floor greater will mature and amortize in a manner reasonably acceptable to the Administrative Agent, the Incremental Lenders making such Incremental Term Loan and the Company, but will not in any event have a maturity date earlier than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor Revolving Maturity Date; and (y) such Eurocurrency Rateexcept as provided in (x) above, except for mechanical and non-material changes deemed appropriate by the Administrative Agent to reflect the term rather than revolving nature of the Incremental Term Loan, and except for pricing terms, all terms and conditions applicable to any Incremental Term Loan shall be equated to the Applicable Rate for purposes of determining whether an increase to same as the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, terms and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) conditions applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro initial Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential ; (which shall be deemed to be 0.00% 2) in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth in the relevant Lender Joinder Agreement): (x) all terms (including pricing) and conditions applicable to any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Revolving Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) terms and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable conditions applicable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility Lenders)).Revolving Credit Loans; and

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after (in each case, other than any time during thea Suspension Period), with notice to the Closing DateAdministrative Agent, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class as of any existing Class of term loans or increases of any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in increase the amount of the RC Facility Revolving Commitments of any Class (each such increase, an “Incremental RC Facility Revolving Commitment Increase”) or (iii) only as described in clause (ii) of the proviso to the succeeding sentence and constituting an Incremental Refinancing Facility, add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Revolving Commitments” and, together with the any Incremental Term Loans and the Incremental RC Facility Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof, the “Incremental Commitments”); provided that that, subject to Section 1.08, at the applicable time of determination in accordance with Section 1.09(a) with respect to the incurrence of any such Incremental Facility, (A1) no Specified Event of Default shall have occurred and be continuingcontinuing or would result therefrom and (B2) (x) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects or (y) in the case of any Permitted Acquisition or similar Investment, the Specified Representations shall be true and correct in all material respects (unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all materials respect as of such earlier date); provided that, if any Specified Representation is qualified by or subject to a “material adverse effect,”, “material adverse change” or similar term or qualification shall be true and correct in all respects. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time; provided that (1i) Incremental Term Loans may be incurred without regard to the Incremental Cap, without regard to whether an Event of Default has occurred and is continuing and, without regard to the minimums set forth in the immediately succeeding sentence, to the extent that the Net Proceeds from such Incremental Term Loans on the date of incurrence of such Incremental Term Loans (or substantially concurrently therewith) are used to either (x) prepay Term Loans and related amounts in accordance with the procedures set forth in Section 2.11(d)(ii)(B)(2e) or Section 2.11(f) as applicable, or (y) permanently reduce the Revolving Commitments, Other Revolving Commitments or Replacement Revolving Commitments and (2ii) Replacement Revolving Commitments may be provided without regard to the Incremental LimitCap, without regard to whether a Default or an Event of Default has occurred and is continuing and without regard to the minimums set forth in the immediately succeeding sentence, to the extent that the existing Revolving Commitments, Other Revolving Commitments or other Replacement Revolving Commitments shall be permanently reduced by an amount equal to the aggregate amount of Replacement Revolving Commitments so provided (and any such Replacement Revolving Commitments shall be deemed to have been incurred pursuant to this proviso) (any Incremental Facility incurred for the purposes set forth in this proviso, an “Incremental Refinancing Facility”; the term loans under such Incremental Refinancing Facility, “Incremental Refinancing Term Loans”); provided, further, that no Incremental Refinancing Facility or Incremental Refinancing Term Loans may be incurred to refinance or replace the Class A Revolving Credit Commitments or Class A Revolving Loans. Each Incremental Facility (other than as set forth in the preceding proviso) shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal such amount may be less than such amount or integral multiple $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility Lenders)).

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Closing Effective Date, pursuant other than during the Amendment No. 3 Trigger Period, by written notice delivered to an Incremental Facility Amendment the Administrative Agent request (i) add one or more additional Classes of term loans or additional term loans of the same Class as of any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the RC Facility Revolving Commitments of any Class (each such increase, an “Incremental RC Facility Revolving Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental RC Facility Revolving Commitment Increases, the “Incremental Facilities”)) from any Additional Lender; provided that that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the applicable time of determination in accordance with Section 1.09(a) with respect to that any such Incremental FacilityTerm Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Specified Event of Default shall have occurred and be continuingcontinuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 5,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal such amount may be less than such amount or integral multiple $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any The Incremental Facility Term Loans (i) to the extent secured, shall rank pari passu with any then-existing Class of Loans, as applicable, equal in or junior to right of payment and/or security and no Incremental Facility with the Term Loans, shall be secured only by any assets other than the Collateral securing the Secured Obligations and shall not only be guaranteed by any Person which is not a the Loan PartyParties, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Term Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof Date, (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currencyiii) (other than, except in the case of this clause (ii), with respect to any customary bridge loan facility the terms an amount of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Incremental Term Loans denominated elected by the Borrower in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower)50.0% of Consolidated EBITDA, the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses clause (ii) and (iii)), an amortization schedule (subject to clause (iii)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the applicable Incremental Term FacilitiesLoans; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such any Incremental Term Loans that (1) are not junior to the Term Loans in terms of security or right of payment (including as a result of being a “last out facility”) or unsecured and (2) have a stated maturity date less than one year after the Term Maturity Date is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.500.75% per annum, then the Applicable Rate Effective Yield for such Initial Dollar the Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar the Term Loans or Initial Euro Term Loans, as applicable, shall not be less than are equal to the Effective Yield with respect for the Incremental Term Loans minus 0.75% per annum (provided that, to the extent any portion of the Effective Yield differential is attributable to a higher “LIBOR floor” being applicable to such Incremental Term Loans denominated Loans, such floor shall only be included in the same currency minus 0.50% per annum (this proviso, calculation of such differential to the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and extent such floor is greater than the applicable Eurocurrency Adjusted LIBO Rate in effect for a three-month an Interest Period of three months’ duration at such time, then and, with respect to such excess, the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) “LIBOR floor” applicable to the applicable outstanding Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does amount not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, to exceed the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an prior to any increase to in the Applicable Rate under the Initial Dollar applicable to such Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)then outstanding); (v) any mandatory prepayment (other than any scheduled amortization payment) of provided further that the Incremental Term Loans shall be made may participate on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than a pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for basis) in any Refinancing Amendment and/or Loan Modification Order)) mandatory repayments or prepayments hereunder and (viv) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii) and (iv) above, any differences shall be reasonably satisfactory to the Borrower Administrative Agent (except for covenants and other provisions applicable only to the lenders providing periods after the Latest Maturity Date at the time such Incremental Term LoansLoans are incurred) and (y) the documentation governing any Incremental Term Loans may include a financial maintenance covenant, it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the Term Lenders to the extent that such financial maintenance covenant is (1) also added for the benefit of any existing Loans and Commitments or (2) only applicable after the Latest Maturity Date. (cii) (i) Any The Incremental RC Facility Revolving Commitment Increase shall be treated the same as the Class of RC Facility Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Revolving Credit Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Revolving Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) fees on the Class of RC Facility Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Revolving Commitment Increase (without any requirement to pay such fees to any existing RC Revolving Lenders)) but shall not have “superpriority” status. (iii) The Additional/Replacement Revolving Commitments (i) shall rank equal or junior in right of payment with the Revolving Loans (subject to Section 2.09(f)), shall be unsecured or secured only by the Collateral securing the Secured Obligations and shall only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Revolving Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Maturity Date, (iii) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrower and the lenders of such commitments, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrower and the lenders of such commitments, (v) may include provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility LendersAmendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii), (iv) and (v) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Additional/Replacement Revolving Commitments may include financial maintenance covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each facility (provided, further, however, that, if the applicable new financial maintenance covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, such financial maintenance covenant shall be automatically included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder)). (c) Each notice from Holdings or the Borrower pursuant to this Section 2.20 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Commitment Increases or Additional/Replacement Revolving Commitments. (d) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment Increase to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Incremental Term Loans and loans under Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, subject to Section 2.14(c), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving Commitment Increase, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments for any purpose not prohibited by this Agreement. (e) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Incremental Loans and Commitments. (a) The AtDuring the Suspension Period neither the Borrower or nor any Subsidiary shall borrow or seek to borrow any Incremental Loan Party may or enter into any facility for the purpose of borrowing Incremental Loans. Other than during the Suspension Period, at any time during the period commencing on the Restatement Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing (or, in the case of a Limited Condition Transaction, (x) on the date of the execution of the definitive agreement in connection therewith, no Event of Default shall exist and (y) no Event of Default pursuant to Section 8.1(a) or (f) shall exist and be continuing both immediately before and immediately after the effectiveness of the related incremental amendment) and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time (on one or more occasions) after the Closing Datetime, pursuant to an Incremental Facility Amendment request (i) add one or more additional Classes of term loans or additional term loans of an increase in the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the aggregate principal amount of the Term Loans by requesting then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more new term loan commitments to be added to such Loans facilities (which may take the form of a “term loan B” facility) (each, a “New Term Facility”) (any Term Loan under clauses (i) and (ii), an “Incremental Term Increase”Loan” and, and together with any Incremental Term Facilitycollectively, the “Incremental Term Loans”), (ii) add from one or more increases existing Lenders and/or from other Eligible Assignees reasonably acceptable to the Administrative Agent and the Borrower and (iii) new revolving credit commitments under this Agreement on the terms set forth in the amount of the RC Facility Commitments of any Class this Section 2.24 (each such increaseeach, an “Incremental RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility CommitmentsRevolving Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans” and together with the Incremental Term Loans and the Incremental RC Facility Commitment IncreasesLoans, the “Incremental FacilitiesLoans”); provided that at the applicable time of determination in accordance with Section 1.09(a) with respect to any . The aggregate original principal amount for all such Incremental FacilityTerm Loans, no Specified Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the together with any Incremental Facilities that can be incurred Revolving Credit Commitments established at any time time, shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater sum of (x) such floor and $100,000,000 plus (y) such Eurocurrency Rate) shall an unlimited amount so long as, on a Pro Forma Basis, determined on the basis of US-DOCS\109358599.12 the financial statements most recently required to be equated delivered to the Applicable Rate for purposes of determining whether an increase Administrative Agent pursuant to the Applicable Rate under the Initial Dollar Term Loans Section 6.1(a) or Initial Euro Term Loans(b), as applicable, shall the case may be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, (and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% assuming in the case of any Incremental Term Loans without an interest rate floor) shall reduce Revolving Credit Commitment, that any such Incremental Revolving Credit Commitments are drawn in full and excluding the Applicable Rate with respect to cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments) and after giving effect to any Permitted Acquisition consummated in connection therewith, the Consolidated Leverage Ratio shall not exceed the lesser of (A) the maximum Consolidated Leverage Ratio then permitted under Section 7.1(b) and (B) 3.00 to 1.00; provided, that for purposes of determining whether an increase any Incremental Loans established pursuant to this Section 2.24, (i) at the Applicable Rate under Borrower’s option, the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, Borrower shall be required deemed to have used amounts under clause (y) prior to utilization of amounts under clause (x), and (ii) Incremental Loans pursuant to this Section 2.24 may be incurred simultaneously under both clauses (x) and (y) and may be utilized in a single transaction or series of related transactions, at the “MFN Adjustment”Borrower’s option, by first calculating the incurrence under clause (y) and then calculating the incurrence under clause (x)); (v) any mandatory prepayment (other than any scheduled amortization payment) of . Any Incremental Term Loans Loan or Incremental Revolving Credit Commitment shall be made on in a pro rata basis with minimum amount of $5,000,000 (or such existing applicable Term Loans, except lower amount that the Borrower and the lenders providing the relevant represents all remaining Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Loan and Incremental Revolving Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification OrderCommitment availability under this Section 2.24(a)) and integral multiples of $5,000,000 in excess thereof (vi) the or such lower amount that represents all remaining Incremental Term Loans may otherwise have terms Loan and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Revolving Credit Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility Lendersavailability under this Section 2.24(a)).

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party Borrowers may at any time or from time to time (on one or more occasions) after the Closing Date, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the RC Facility Commitments of any Class (each such increase, an “Incremental RC Facility Commitment Increase”) or and (iiiii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Commitments” and, together with the Incremental Term Loans and the Incremental RC Facility Commitment Increases, the “Incremental Facilities”); provided that at the time of incurrence of any such Incremental Facility (or, in the case of a “last-out” Incremental Facility the proceeds of which are to be used to consummate a Limited Condition Transaction, at the applicable time of determination in accordance with Section 1.09(a)), (A) with respect to any such Incremental Facility, no Specified Event of Default shall have occurred and be continuingcontinuing and (B) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects at such time (subject, in the case of any “last-out” Incremental Facility the proceeds of which are to be used to consummate a Limited Condition Transaction, to customary “Sungard” or “certain funds” limitations); provided that, to the extent that such representations and warranties specifically refer to an earlier time, they shall be true and correct in all material respects as of such earlier time. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Lead Borrower and the Administrative Agent otherwise agree); provided that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (ib) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans[Reserved]. (c) (i) Any Incremental RC Facility Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility Commitments being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility LendersLenders of such Class of Commitments)). (ii) Any Additional/Replacement Commitments shall be permitted solely to the extent constituting a “last-out” tranche (which may be in the form of term loans), and may have terms customary for such tranches as determined by the Lead Borrower in good faith, and in any event (A) shall not mature earlier than the then-existing Latest Maturity Date and shall require no amortization or mandatory commitment reduction prior to the then-existing Latest Maturity Date, (B) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, facility fees (or undrawn commitment fees), funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrowers and the lenders of such commitments, (C) subject to clause (A) above, shall contain borrowing, repayment and termination of Commitment mechanics and procedures as determined by the Borrowers and the lenders of such commitments and acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed), (D) with respect to the “waterfall” provisions thereof governing the repayment of such Additional/Replacement Commitments, shall be reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed) and (E) may otherwise have terms and conditions different from those of any existing Class (including currency denomination).

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at At any time during the period commencing on the Closing Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time (on one or more occasions) after the Closing Datetime, pursuant to an Incremental Facility Amendment request (i) add one or more additional Classes of term loans or additional term loans of an increase in the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the aggregate principal amount of the Term Loans by requesting then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more new term loan commitments to be added to such Loans facilities (which may take the form of a “term loan B” facility) (any Term Loan under clauses (i) and (ii), an “Incremental Term Increase”Loan” and, and together with any Incremental Term Facilitycollectively, the “Incremental Term Loans”), (ii) add from one or more increases existing Lenders and/or from other Eligible Assignees reasonably acceptable to the Administrative Agent and the Borrower and (iii) new revolving credit commitments under this Agreement on the terms set forth in the amount of the RC Facility Commitments of any Class this Section 2.24 (each such increaseeach, an “Incremental RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility CommitmentsRevolving Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans” and together with the Incremental Term Loans and the Incremental RC Facility Commitment IncreasesLoans, the “Incremental FacilitiesLoans”); provided that at the applicable time of determination in accordance with Section 1.09(a) with respect to any . The aggregate original principal amount for all such Incremental FacilityTerm Loans, no Specified Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the together with any Incremental Facilities that can be incurred Revolving Credit Commitments established at any time time, shall not exceed the sum of $50,000,000 so long as, on a pro forma basis, determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent pursuant to Section 6.1(a) or (b), as the case may be (and assuming in the case of any Incremental Cap at Revolving Credit Commitment, that any such timeIncremental Revolving Credit Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments) and after giving effect to any Permitted Acquisition consummated in connection therewith, the Consolidated Leverage Ratio shall not exceed the maximum Consolidated Leverage Ratio then permitted under Section 7.1(b), without giving effect to any temporary increase in the Consolidated Leverage Ratio as a result of an Acquisition Holiday. Each Any Incremental Facility Term Loan or Incremental Revolving Credit Commitment shall be in a minimum principal amount (as applicable) of $10,000,000 5,000,000 (or €8,000,000 such lower amount that represents all remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under this Section 2.24(a)) and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided or such lower amount that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denominated in the same currency outstanding at the time of incurrence thereof (or the earliest maturity date of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of and Incremental Revolving Credit Commitment availability under this clause (ii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not have a shorter Weighted Average Life to Maturity than the then-remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans (or the then-remaining shortest Weighted Average Life to Maturity of the then-existing Initial Dollar Term Loans for any Incremental Term Loan established as the first of its type for any other currency) (other than, in the case of this clause (iii), with respect to any customary bridge loan facility the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than such Latest Maturity Date applicable to the then-existing Initial Term Loans denominated in the same currency as such Incremental Term Loans), (iv) the Incremental Term Facilities shall have a currency, a maturity date (subject to clauses (ii) and (iii)), an amortization schedule (subject to clause (iii)), interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discount and prepayment terms and premiums as determined by the Borrower and the lenders of the applicable Incremental Term Facilities; provided that, in the case of any term loan “B” Incremental Term Loans denominated in Dollars or Euros incurred after the Closing Date and prior to the date that is 24 months after the Closing Date (other than (x) any such Incremental Term Loans that are scheduled to mature on or after the date that is two years after the earliest maturity date of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in effect at the time of such incurrence and (y) any such Incremental Term Loans in an aggregate principal amount up to the greater of $550,000,000 and 33.75% of Consolidated EBITDA as of the most recently ended Test Period (as selected by the Borrower)), in the event that the Effective Yield for such Incremental Term Loans is greater than the Effective Yield for the Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros), as applicable, by more than 0.50% per annum, then the Applicable Rate for such Initial Dollar Term Loans (in respect of Incremental Term Loans denominated in Dollars exceeding such Effective Yield threshold) or Initial Euro Term Loans (in respect of Incremental Term Loans denominated in Euros exceeding such Effective Yield threshold), as applicable, shall be increased to the extent necessary so that the Effective Yield for such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall not be less than the Effective Yield with respect to such Incremental Term Loans denominated in the same currency minus 0.50% per annum (this proviso, the “MFN Protection”) (provided, that if such Incremental Term Loan includes an interest rate floor greater than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, and such floor is greater than the applicable Eurocurrency Rate for a three-month Interest Period at such time, then the amount of such differential (in excess of the greater of (x) such floor and (y) such Eurocurrency Rate) shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the applicable Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate unless the Borrower elects in its sole discretion) applicable to the applicable Term Loans shall be increased to the extent of such differential between interest rate floors; provided, further, that if such Incremental Term Loan includes an interest rate floor lower than the applicable interest rate floor under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, or does not include an interest rate floor and, as of the date such Incremental Term Loans are incurred, the “LIBOR floor” with respect to the applicable Term Loans is the basis for determining the Eurocurrency Rate, then the amount of such differential (which shall be deemed to be 0.00% in the case of any Incremental Term Loans without an interest rate floor) shall reduce the Applicable Rate with respect to such Incremental Term Loans for purposes of determining whether an increase to the Applicable Rate under the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, shall be required (the “MFN Adjustment”)); (v) any mandatory prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing applicable Term Loans, except that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any such prepayment on a less than pro rata basis (but not on a greater than pro rata basis (other than with respect to Credit Agreement Refinancing Indebtedness or as provided for in any Refinancing Amendment and/or Loan Modification Order)) and (vi) the Incremental Term Loans may otherwise have terms and conditions different from those of the Term Loans as agreed between the Borrower and the lenders providing such Incremental Term Loans. (c) (i) Any Incremental RC Facility Commitment Increase shall be treated the same as the Class of RC Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of RC Facility being increased (it being understood that, if required to consummate an Incremental RC Facility Commitment Increase, the pricing, interest rate margins, rate floors and facility fees (or undrawn commitment fees) on the Class of RC Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental RC Facility Commitment Increase (without any requirement to pay such fees to any existing RC Facility LendersSection 2.24(a)).