Common use of Incremental Facility Clause in Contracts

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may request from time by written notice to time from the Administrative Agent elect to request, prior to the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an aggregate amount for all New Commitments not in excess of the Incremental Available Amount (subject to Section 1.07, determined as of the date of effectiveness of such New Commitments) and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or that shall constitute the remaining amount of New Commitments permitted to be incurred pursuant to this Section 2.18 at such time), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.07 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date, each of the conditions set forth in Section 4.02(a) and (b) (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of Section 4.02(b), before and after giving effect to such New Commitment) shall be satisfied (provided that if the proceeds of the Loans under such New Commitments are to be used to consummate a Limited Conditionality Acquisition, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such New Commitments (it being understood that the requirements of Section 4.02(b) shall otherwise be complied with in accordance with Section 1.07) and (y) the requirements of Section 4.02(a) shall be subject to, if agreed to by the lenders providing such New Commitments, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as are material to the interests of the lenders providing such New Commitments, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At The Borrowers’ Agent and any time during the Revolving Commitment Period, the Borrower one or more Lenders (including New Lenders) may request from time to time from one agree that such Lenders shall make, obtain or more existing Lenders increase the amount of their Revolving Commitments, as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, and (ii) the applicable Increased Facility Closing Date; provided, that (a) at the time of each such request and upon the effectiveness of each increase in Revolving Commitments no Default or from Event of Default has occurred and is continuing or shall result therefrom; (b) on a Pro Forma Basis after giving effect to the incurrence of any increased Revolving Commitments, (after giving effect to (x) the borrowing of any Revolving Loans on such day under such increased Revolving Commitments, (y) other Eligible Assignees reasonably acceptable permitted pro forma adjustment events and (z) any permanent repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with borrowing), the MLP is in compliance with the financial covenants in Section 7.1; and (c) on and as of the time of each such request and upon the effectiveness of each increase in Revolving Commitments each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except to the extent (i) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (ii) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects). Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $50,000,000 and (ii) without the consent of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject each increase effected pursuant to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase this paragraph shall be in an a minimum amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 10,000,000. No Lender shall have any obligation to participate in excess thereof. Additionally, for the avoidance of doubt, any increase described in this paragraph unless it is understood and agreed that agrees to do so in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseits sole discretion.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,00010,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three five occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three 2 occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Borrower may request shall have the right, at any time and from time to time during the Commitment Period (but not to exceed two (2) increases in the aggregate), to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Revolving Committed Amount (each an "Incremental Facility") by an aggregate amount of up to $35,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (b) any such Additional Loans shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans and shall be considered Revolving Loans hereunder, (c) any such Incremental Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (d) any such Incremental Facility shall be obtained from one or more existing Lenders or from other Eligible Assignees banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Facility shall be in a minimum principal amount of $15,000,000 and integral multiples of $2,500,000 in excess thereof, (f) the proceeds of any Additional Loan will be used for the purposes set forth in Section 3.11, (g) the Borrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (h) before any Additional Loans are made, the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer's certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, (A) after giving effect to any such Incremental Facility on a pro forma basis, the Credit Parties will be in compliance with the financial covenants set forth in Section 5.9 and (B) if the full amount of the Revolving Committed Amount (after giving effect to the Incremental Facility) were drawn by the Borrower, the Credit Parties would be in compliance with all financial covenants under the Subordinated Note Documents and the Senior Note Purchase Documents. Participation in the Incremental Facility shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Facility. If the amount of the Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative AgentAgent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder or other agreements to give effect thereto as the Issuing Lender, the Swingline Lender Administrative Agent and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increasereasonably request. The Administrative Agent shall invite each Lender is authorized to provide a portion enter into, on behalf of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall Lenders, any amendment to this Credit Agreement or any other Credit Document as may be obligated necessary to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to incorporate the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseany new Incremental Facility therein.

Incremental Facility. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time, to incur additional Indebtedness under this Credit Agreement in the form of one or more additional term loan facilities (each an “Incremental Facility”) by an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) At the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) the interest rate margin applicable to such Incremental Facility shall be the Applicable Percentage for the Tranche B Term Loan (c) the weighted average life and final maturity applicable to any such Incremental Facility shall be determined at the time during such Incremental Facility is made available (provided that (i) such Incremental Facility shall mature no earlier than the Revolving Commitment PeriodTranche B Term Loan Maturity Date and (ii) no greater than 5% of the Incremental Facility shall amortize prior to the date that is one year before the Tranche B Term Loan Maturity Date), (d) any such Incremental Facility shall be entitled to the Borrower may request same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (e) any such Incremental Facility shall be obtained from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agentbanks, the Issuing Lenderfinancial institutions or investment funds, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably case in accordance with its Revolving Percentage of each requested Increase the terms set forth below, (it being agreed that no Lender shall be obligated to provide an Increase and that f) any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase Incremental Facility shall be in an a minimum principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) 25,000,000 and integral multiples of $1,000,000 in excess thereof, (g) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. AdditionallyParticipation in any such Incremental Facility hereunder shall be offered first to each of the existing Lenders, for but each such Lender shall have no obligation to provide all or any portion of such Incremental Facility. If the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall set forth enter into such joinder agreements to give effect thereto as the amount Administrative Agent and proposed the Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of the Increaseany new Incremental Facility therein.

Incremental Facility. (a) At any time during the Revolving Commitment PeriodThe Borrower may, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable by written notice to the Administrative Agent, elect to request, prior to the Issuing Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an amount not in excess of $250,000,000 in the aggregate (determined as of the date of effectiveness of such New Commitments) and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $250,000,000 and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent in the case of a Person that is not a Lender, to the Swingline Lender extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom the Borrower proposes any portion of such New Commitments be allocated and the Borrower amounts of such allocations (but subject it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in clause Section 4.02 shall be satisfied; (b2) below) that the Total Revolving New Commitments shall be increased effected pursuant to one or more Joinder Agreements executed and delivered by an amount not to exceed the Available Revolving Increase Amount (Borrower, the New Lenders and the Administrative Agent, and each such increase, an “Increase”); provided that of which shall be recorded in the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Register and each New Lender shall be obligated subject to increase its Revolving Commitments the requirements set forth in Section 2.14; (3) the Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with a proposed Increase. The the New Commitments; and (4) Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent shall invite each Lender or the New Lenders in connection with any such transaction. On any Increased Amount Date on which New Commitments are effected, subject to provide a portion the satisfaction of the Increase ratably foregoing terms and conditions, (i) each of the Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in accordance with its the Revolving Percentage of each requested Increase (it being agreed that no Lender Loans on such Increased Amount Date as shall be obligated necessary in order that, after giving effect to provide an Increase all such assignments and that any Lender may elect to participate in purchases, such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Loans will be held by existing Lenders have elected not to participate in any applicable requested Increase and New Lenders ratably in accordance with their Revolving Percentage) and Commitments after giving effect to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount addition of such IncreaseNew Commitments to the Revolving Commitments, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an (ii) each New Commitment shall be deemed for all purposes a Revolving Commitment and each Revolving Loan made thereunder (a “Eligible Assignee” to New Loan”) shall be deemed, for all purposes, a Revolving Loan, and (iii) each New Lender shall become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseall purposes hereunder.

Incremental Facility. (a) At any time during Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Borrower may request shall have the right, at any time and from time to time (but not to exceed four (4) increases in the aggregate) prior to the date that is ninety (90) days prior to the Revolving Commitment Termination Date, to incur additional Indebtedness under this Agreement in the form of an increase to the Aggregate Revolving Committed Amount (each an “Incremental Facility”) by an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Obligations and will be guaranteed with the other Obligations on a pari passu basis, (b) any such Incremental Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (c) any such Incremental Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (d) any such Incremental Facility shall be obtained from one or more existing Lenders or from other Eligible Assignees banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $10,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used for the purposes set forth in Section 5.9, (g) the Borrower shall execute a Revolving Credit Note in favor of any new Lender, if requested by such Lender, (h) the conditions to Extensions of Credit in Section 3.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Article VI. Participation in the Incremental Facility shall be offered first to each of the existing Lenders, but no Lender shall have any obligation to provide all or any portion of the Incremental Facility. If the amount of the Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other banks, financial CHAR1\935816v6 institutions and investment funds reasonably acceptable to the Administrative AgentAgent to join this Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Issuing Lender, the Swingline Lender Administrative Agent and the Borrower (but subject may reasonably request. If the commitments received for any Incremental Facility exceed the amount of such Incremental Facility, the Borrower and the Administrative Agent shall have the right to decide how such commitments are allocated. If commitments for the total amount of the Incremental Facility requested by the Borrower are not obtained, the Borrower shall have the right to accept the commitments which are obtained and accept an Incremental Facility in an amount less than requested so long as such accepted Incremental Facility exceeds the minimum amount set forth above. The Borrower shall have the right to decline any Incremental Facility if the Pro Rata Share of any existing Lender immediately prior to the conditions set forth in clause (b) below) that implementation of the Total Revolving Commitments Incremental Facility would be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increasedifferent immediately thereafter. The Administrative Agent shall invite each Lender is authorized to provide a portion enter into, on behalf of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall Lenders, any amendment to this Agreement or any other Loan Document as may be obligated necessary to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to incorporate the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseany new Incremental Facility therein.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three five occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,00010,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during from the Closing Date until the Revolving Commitment PeriodTermination Date, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments Commitment be increased by an amount not to exceed the Available Revolving Increase Amount (each such increaseincrease of the Revolving Commitment, an a “Revolver Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments participate in connection with a proposed any Revolver Increase, and each Lender’s determination to participate in any such Revolver Increase shall be in such Lender’s sole and absolute discretion. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Revolver Increase (it being agreed understood that no Lender shall be obligated to provide an a Revolver Increase) in connection with any proposed Revolver Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 ten (10) Business Days after receipt of invitation, sufficient Lenders do not agree to provide a Revolver Increase in connection with such proposed Revolver Increase on terms acceptable to the full amount of such IncreaseBorrower, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” and is reasonably satisfactory to the Borrower (it being agreed that any prospective lender that is (x) a Lender or Affiliate of a Lender or (y) an Approved Fund shall be reasonably satisfactory) to become a Lender in connection with the proposed Revolver Increase. Any Revolver Increase shall be in an the amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, or such lower amount that represents all remaining Available Revolving Increase Amountavailability pursuant to this Section 2.8) and integral multiples of $1,000,000 in excess thereofthereof (or such lower amount that represents all remaining availability pursuant to this Section 2.8). Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Revolver Increases to the Revolving Commitments exceed the Available Revolving Increase Amount $25,000,000 during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At The Borrower and any time during the Revolving Commitment Period, the Borrower one or more Lenders (including New Lenders) may request from time to time from one agree that such Lenders shall make, obtain or more increase the amount of their Incremental Loans (an “Incremental Facility”), by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date, (iii) the applicable Incremental Maturity Date, (vi) the amortization schedule for such Incremental Facility and (v) the Applicable Margin for such Incremental Loans; provided, that (i) no Event of Default exists or would exist after giving effect to such Incremental Facility, (ii) on a pro forma basis after giving effect to the incurrence of any such Incremental Facility and after giving effect to other permitted pro forma adjustment events and any repayments of Indebtedness after the beginning of the relevant period but prior to or simultaneous with the incurrence of such Incremental Facility, (x) the Borrower shall be in compliance with the financial covenants set forth in Section 7.1 recomputed as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements described in Section 6.1(a) or (b) have been delivered, (y) the Consolidated First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the end of such fiscal quarter shall be no greater than 3.00:1.00 and (z) the Consolidated Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the end of such fiscal quarter shall be no greater than 4.00:1.00, (iii) the representations and warranties set forth in Article IV shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any such representations and warranties are already qualified or modified by materiality, it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility, (iv) the maturity date and Weighted Average Life to Maturity of any such Incremental Facility shall be no earlier than (or the same as) the maturity date and Weighted Average Life to Maturity, respectively, of the Loans, (v) the interest rates and amortization schedule applicable to any Incremental Facility shall be determined by the Borrower and the lenders thereunder and (vi) any Incremental Facility shall be on terms and pursuant to documentation, to the extent such terms and documentation are not consistent with the initial Loans hereunder (except to the extent permitted by clause (iv) and (v) above), reasonably satisfactory to the Administrative Agent (including as to the identity of the New Lenders); provided, that if the total yield (calculated for both the Incremental Loans and the Loans, including the upfront fees, any interest rate floors and any OID (as defined below)) shared with all providers of such Incremental Loans, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Eurodollar Rate or ABR in respect of any Incremental Loans exceeds the total yield for the existing Lenders or from other Eligible Assignees reasonably acceptable Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the Loans shall be increased so that the total yield in respect of such Incremental Loans is no higher 0.50% greater than the total yield for the existing Loans. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of Incremental Loans obtained after the Closing Date pursuant to this paragraph, together with the aggregate amount of any Increased Revolving Commitments and any First Lien Incremental Term Loans, shall not exceed $25,000,000 and (ii) without the consent of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject each increase effected pursuant to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase this paragraph shall be in an a minimum amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 . No Lender shall have any obligation to participate in excess thereof. Additionally, for the avoidance of doubt, any increase described in this paragraph unless it is understood and agreed that agrees to do so in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseits sole discretion.

Incremental Facility. (a) At On one or more occasions at any time during after the Revolving Commitment PeriodEffective Date, the Borrower may by written notice to the Administrative Agent elect to request from time to time from the establishment of one or more existing new term loan commitments (the “New Term Loan Commitments”) by up to an aggregate amount not to exceed $500,000,000 for all New Term Loan Commitments. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such New Term Loan Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or from other Persons that are Eligible Assignees willing to hold the requested New Term Loan Commitments; provided that (x) any New Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom any portion of such New Term Loan Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), unless such New Term Loan Lender is an existing Lender. The terms and provisions of any New Term Loan Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the latest Maturity Date for any then outstanding tranches of Loans and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Loans, unless the Borrower and the New Term Loan Lenders in respect of such New Term Loans elect lesser payments and (c) other than pricing or maturity date, shall have the same terms as the then outstanding tranches of Loans; provided that applicable interest rate margins, arrangement fees, upfront or other fees, and original issue discount (subject to the remaining terms of this proviso) with respect to any New Term Loan Commitments shall be determined by the Borrower and the applicable New Term Loan Lenders; provided, further, that New Term Loan Commitments may contain (x) additional or more restrictive covenants that are applicable only to periods after the latest Maturity Date of any Loans outstanding immediately prior to giving effect to such New Term Loan Commitments and (y) other terms that are reasonably acceptable to the Administrative Agent. The effectiveness of any New Term Loan Commitments and the availability of any borrowings under any such New Term Loan Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such New Term Loan Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Issuing Borrower would have been in compliance with the Financial Covenants that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects on the effective date of such New Term Loan Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such New Term Loan Commitments and (B) if applicable, all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the Guaranty by such Guarantor of such New Term Loan Commitments; and (ii) if requested by the Administrative Agent, a customary opinion of counsel to the Borrower and, if applicable, the Guarantors (which may be in substantially the same form as delivered on the Effective Date and may be delivered by internal counsel of the Borrower), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Swingline Borrower, payable to any new Lender, and replacement notes executed by the Borrower, payable to any existing Lenders; provided, that, such Lender and shall promptly return any existing Notes held by such Lender to the Borrower (but or, if lost, destroyed or mutilated, if requested by the Borrower, a lost note affidavit in customary form and including a customary indemnity). On any Increased Amount Date on which any New Term Loan Commitments are effected, subject to the conditions set forth satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in clause (b) below) that the Total Revolving Commitments be increased by an amount not equal to exceed the Available Revolving Increase Amount its New Term Loan Commitment, and (ii) each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No New Term Loan Lender shall be obligated become a Lender hereunder with respect to increase its Revolving Commitments in connection with a proposed Increasethe New Term Loan Commitment and the New Term Loans made pursuant thereto. The Administrative Agent shall invite each Lender to provide a portion notify the Lenders promptly upon receipt of the Increase ratably in accordance with its Revolving Percentage Borrower’s notice of each requested Increase (it being agreed that no Lender Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the New Term Loan Lenders shall be obligated determined by the Borrower and the applicable New Term Loan Lenders. The New Term Loan Commitments shall be effected pursuant to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase one or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) Additional Credit Extension Amendments executed and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to Borrower, New Term Loan Lenders, and the Administrative Agent Agent, and each of which shall set forth be recorded in the amount Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and proposed terms the other Loan Documents as may be necessary or appropriate, in the opinion of the IncreaseAdministrative Agent, to effect the provisions of this Section 2.04.

Incremental Facility. On or before the final maturity date of each the Senior Facilities, the Borrower will have the right, but not the obligation, to increase the amount of the Term B Facility by incurring an incremental term loan facility (the “Incremental Facility”) in an aggregate principal amount not to exceed $250.0 million; provided that (i) no event of default or default exists or would exist after giving effect thereto, (ii) all financial covenants would be satisfied on a pro forma basis on the date of incurrence and for the most recent determination period, after giving effect to such Incremental Facility and (iii) (a) At any time during the Revolving Commitment Periodyield applicable to the Incremental Facility will not be more than 0.25% higher than the corresponding interest rate for the existing Term B Facility, unless the Borrower may request from time interest rate margins with respect to time from one or more the Term B Facility is increased by an amount equal to the difference between the yield with respect to the Incremental Facility and the corresponding interest rate on the Term B Facility, minus 0.25%, (b) the maturity date applicable to the Incremental Facility will not be earlier than the maturity date of the Term B Facility, (c) the weighted average life to maturity of the Incremental Facility will not be shorter than the then remaining weighted average life to maturity of the Term B Facility and (d) all other terms (other than pricing and amortization) of the Incremental Facility, if not consistent with the terms of the existing Lenders or from other Eligible Assignees Term B Facility (except as permitted by subclauses (a), (b) and (c) of this clause (iii), must be reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth . Such increased amounts will be provided by existing Lenders or other persons who become Lenders in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”)connection therewith; provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No no existing Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall will be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount increased portion of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the IncreaseSenior Facilities.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 ten (10) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender approved by the Borrower that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,00010,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 2,500,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At So long as no Event of Default under subsection 9(a) or (f) exists or would arise therefrom, the Borrowers shall have the right, at any time during the Revolving Commitment Period, the Borrower may request and from time to time from after the Closing Date, to request (i) an increase of the aggregate amount of the then outstanding Commitments (the “Incremental Revolving Commitments”) or (ii) one or more term loans (the “Incremental ABL Term Loans” and together with the Incremental Revolving Commitments, collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Notwithstanding anything to the contrary herein, the principal amount of any Incremental ABL Term Loans or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time. The Parent Borrower may seek to obtain Incremental Revolving Commitments or Incremental ABL Term Loans from existing Lenders or from any other Eligible Assignees reasonably acceptable to the Administrative AgentPersons, the Issuing Lenderas applicable (each an “Incremental Facility Increase,” and each Person extending, the Swingline or Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total extending, Incremental Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increaseor Incremental ABL Term Loans, an “IncreaseAdditional Lender”); provided , provided, however, that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that i) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such request by the Borrowers, and that (ii) any Additional Lender may elect which is not an existing Lender shall be subject to participate in the approval of, the Administrative Agent, the Swing Line Lender, each Issuing Lender and the Borrowers (each such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected approval not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseunreasonably withheld).

Incremental Facility. (a) At any time during from the Revolving Commitment PeriodClosing Date until the Term Loan Maturity Date, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that (x) to have new Term Loans made available (the Total “Additional Term Loans”), in an aggregate principal amount for all Additional Term Loans not to exceed $40,000,000 minus the amount of any Revolver Increases (any such Additional Term Loan, the “Term Loan Increase”) or (y) the Revolving Commitments Commitment be increased by an amount not to exceed the Available Revolving Increase Amount (each such increaseincrease of the Revolving Commitment, a “Revolver Increase” and together with the Term Loan Increase, each, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments participate in connection with a proposed any Increase, and each Lender’s determination to participate in any such Increase shall be in such Lender’s sole and absolute discretion. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested an Additional Term Loan or Revolver Increase (it being agreed understood that no Lender shall be obligated to provide an Increase) in connection with any proposed Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 ten (10) Business Days after receipt of invitation, sufficient Lenders do not agree to provide an Increase in connection with such proposed Increase on terms acceptable to the full amount of such IncreaseBorrower, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” and is reasonably satisfactory to the Borrower (it being agreed that any prospective lender that is (x) a Lender or Affiliate of a Lender or (y) an Approved Fund shall be reasonably satisfactory) to become a Lender in connection with the proposed Increase. Any Increase shall be in an the amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, or such lower amount that represents all remaining Available Revolving Increase Amountavailability pursuant to this Section 2.24) and integral multiples of $1,000,000 in excess thereofthereof (or such lower amount that represents all remaining availability pursuant to this Section 2.24). Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount $40,000,000 during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from From time to time from one or after the ClosingThird Amendment Effective Date, but not more existing Lenders or from other Eligible Assignees reasonably acceptable than two occasions during the term of the Loans, Borrower may by written notice to the Administrative Agent, elect prior to the Issuing LenderMaturity Date, the Swingline Lender and establishment of one or more new term loan commitments (the Borrower “Incremental Commitments”), by (but subject to the conditions set forth in clause (b1) below) that the Total Revolving Commitments be increased by an amount not to exceed in excess of $20,000,00011,000,000 in the Available Revolving Increase Amount aggregate and (each such increase, an “Increase”); provided that the Borrower may 2) and not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of $1,000,000 individually (or such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentagelesser amount which shall either (x) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then be approved by the Administrative Agent may invite any prospective lender that satisfies (which approval shall not be unreasonably delayed, withheld or conditioned) or (y) constitute the criteria of being an “Eligible Assignee” difference between $20,000,00011,000,000 and all such Incremental Commitments obtained prior to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (orsuch date), if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionallyof that amount (or such lesser amount which shall either (x) be approved by the Administrative Agent (which approval shall not be unreasonably delayed, for withheld or conditioned) or (y) constitute the avoidance of doubt, it is understood difference between $20,000,00011,000,000 and agreed that in no event shall the aggregate amount of the Increases all such Incremental Commitments obtained prior to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreementsuch date). Each request for such notice shall specify (A) the date (each, an Increase “Increased Amount Date”) on which Borrower determines that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days60 days after the date on which such notice is delivered by the Borrower to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the Administrative Agent) and (B) the identity of each Lender or other Person (each of which must be an Eligible Incremental Lender) (each, an “Incremental Lender”) to whom Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that each existing Lender shall first be afforded, by written notice to the Administrative Agent (which notice shall be promptly forwarded by the Administrative Agent to the applicable existing Lenders and the Administrative Agent agrees to promptly forward such notice to the Lenders prior to the Increased Amount Date, but any failure to deliver such notice shall not prevent the above-mentioned ten (10) Business Day60-day period from running after the Administrative Agent has received such notice), the opportunity to provide its Loan Commitment Percentage of any Incremental Commitments, as applicable; provided, further, that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Lender may elect to provide all or a portion of its Loan Commitment Percentage of any Incremental Commitments, as applicable, by providing written notice (each, an “Acceptance Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. Local Time tenforty-five (1045) days after the date of the Administrative Agent’s receipt of notice from the Borrower. Each Acceptance Notice from a given Lender shall specify the principal amount of the Incremental Commitment to be provided by such Lender. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame specified above or such Acceptance Notice fails to specify the principal amount of the Incremental Commitments to be provided, any such failure will be deemed a rejection of the opportunity to provide any portion of the Incremental Commitment, and the Borrower may have other Persons provide the remaining uncommitted portion of the Incremental Commitments. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that after giving effect to the making of any Incremental Loans and the use of proceeds thereof, (I) no Default or Event of Default shall have occurred and be continuing under any of the Loan Documents; (II) each of the representations and warranties set forth in Article III shall remain true and correct in all material respects (without duplication of any materiality qualifiers contained therein); and (III) the amount Consolidated Leverage Ratio, calculated on a pro forma basis for the last twelve month period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.04 (a) or (b) and proposed after giving effect to any Permitted Acquisitions or Investments permitted under the Loan Documents or prepayments of the Loans, shall be no greater than 0.74:1.00. The Incremental Commitments, as applicable, shall be effected pursuant to one or more amendments (each, an “Incremental Loan Amendment”) executed and delivered by Borrower, the Incremental Lender and the Administrative Agent and each of which shall be recorded in the Register (provided that the Administrative Agent agrees to execute and deliver any Incremental Loan Amendment satisfying the requirements of this Section 2.23 and otherwise in compliance with the terms of the Increasethis Agreement).

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may request from time by written notice to time from the Administrative Agent elect to request, prior to the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an aggregate amount for all New Commitments not in excess of the Incremental Available Amount (subject to Section 1.07, determined as of the date of effectiveness of such New Commitments) and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or that shall constitute the remaining amount of New Commitments permitted to be incurred pursuant to this Section 2.18 at such time), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.07 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date, each of the conditions set forth in Section 4.02(a) and (b) (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of Section 4.02(b), before and after giving effect to such New Commitment) shall be satisfied (provided that if the proceeds of the Loans under such New Commitments are to be used to consummate a Limited Conditionality Acquisition, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such New Commitments (it being understood that the requirements of Section 4.02(b) shall otherwise be complied with in accordance with Section 1.07) and (y) the requirements of Section 4.02(a) shall be subject to, if agreed to by the lenders providing such New Commitments, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as are material to the interests of the lenders providing such New Commitments, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one on or more existing Lenders or from other Eligible Assignees reasonably acceptable prior to the Administrative Agentearlier of December 31, the Issuing Lender, the Swingline Lender 2006 and the Borrower closing of an IPO, Company may by written notice to Administrative Agent elect, on a one-time basis, to request the establishment of new term loan commitments (but subject the “Incremental Term Loan Commitments”) in an aggregate amount not in excess of $100,000,000. Such notice shall specify (A) the date (the “Incremental Term Loan Closing Date”) on which Company proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Incremental Term Loan Lender that is an Eligible Assignee to whom Company proposes any portion of such Incremental Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide any Incremental Term Loan Commitment. Such Incremental Term Loan Commitments shall become effective as of such Incremental Term Loan Closing Date; provided that (1) no Default or Event of Default shall exist on such Incremental Term Loan Closing Date before or after giving effect to such Incremental Term Loan Commitments; (2) both before and after giving effect to the making of the Incremental Term Loans, each of the conditions set forth in clause the Joinder Agreement shall be satisfied; (b3) belowHoldings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to be delivered hereunder after giving effect to such Incremental Term Loan Commitments; (4) that the Total Incremental Term Loan Commitment shall be effected pursuant to the Joinder Agreement, which shall be recorded in the Register and each Incremental Term Loan Lender shall be subject to the requirements set forth in Section 2.16(c); (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction related to the Incremental Term Loan Commitments or the Incremental Term Loans; (6) the IPO shall have been consummated or shall be consummated concurrently with the making of the Incremental Term Loans, and the proceeds of the Incremental Term Loans, together with the proceeds of the other Subsequent Transactions, Cash available on the Incremental Tranche Closing Date and advances under the Revolving Commitments Loan Agreement, if any, shall be increased by used on the Incremental Term Loan Closing Date to effect the Subsequent Refinancing; and (7) immediately upon consummation of the Subsequent Transactions, there shall be Available Liquidity under the Revolving Loan Agreement in an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof35,000,000. Additionally, for Company may make only one borrowing under the avoidance of doubt, it is understood and agreed that in no event Incremental Term Loan Commitment which shall be on the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the IncreaseIncremental Term Loan Closing Date.

Incremental Facility. (a) At Upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly notify the Lenders), at any time during after the Revolving Commitment PeriodClosing Date, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable request (i) commitments to the Administrative Agentprovide term loans under this Agreement (each an “Incremental Term Commitment” and all of them, collectively, the Issuing Lender“Incremental Term Commitments”; the loans made under the Incremental Term Commitments, the Swingline Lender and “Incremental Term Loans”)) and/or (ii) increases in the Borrower (but subject to aggregate amount of the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “IncreaseIncremental Revolving Commitment” and, together with the Incremental Term Commitments, the “Incremental Commitments”); provided that (x) after giving effect to any such addition(s), the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full aggregate amount of such Increase, then Incremental Commitments that have been added pursuant to this Section 2.14 after the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 Closing Date (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionallyexcluding, for the avoidance of doubt, it is understood the Incremental Revolving Commitments provided on the Closing Date) shall not exceed the Incremental Cap (as defined below), (y) any such addition or increase shall be in an amount of not less than $10,000,000 and agreed (z) there shall be not more than three (3) such increases after the Closing Date. For purposes hereof, the “Incremental Cap” shall mean the sum of (i) $400,000,000 (the “Dollar Basket”) plus (ii) the maximum principal amount of Indebtedness that may be incurred at such time that would not cause the Secured Leverage Ratio on a pro forma basis to exceed 3.25 to 1.00 (with the Secured Leverage Ratio computed as of the last day of the Test Period most recently ended prior to the date of the Incremental Facility Amendment, for which financial statements have been delivered pursuant to Section 8.1(a) or (b), provided that the foregoing determination shall be subject to the terms of Section 1.2(n) in the case of a Limited Condition Transaction); provided that in no event calculating the Secured Leverage Ratio for purposes of this definition only, all Incremental Revolving Commitments shall be assumed to be fully drawn (this clause (ii), the aggregate amount “Incremental Ratio Basket”). The Borrower may allocate use of the Increases Incremental Cap between the Dollar Basket and the Incremental Ratio Basket in such amounts as it determines, including those provided for in Section 1.2(o) (which shall be specified in the Incremental Facility Amendment related to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the IncreaseIncremental Commitments).

Incremental Facility. (a) At Upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly notify the Lenders), at any time during after the Revolving Commitment PeriodClosing Date, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable request (i) commitments to the Administrative Agentprovide term loans under this Agreement (each an “Incremental Term Commitment” and all of them, collectively, the Issuing Lender“Incremental Term Commitments”; the loans made under the Incremental Term Commitments, the Swingline Lender and “Incremental Term Loans”)) and/or (ii) increases in the Borrower (but subject to aggregate amount of the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “IncreaseIncremental Revolving Commitment” and, together with the Incremental Term Commitments, the “Incremental Commitments”); provided that (x) after giving effect to any such addition(s), the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full aggregate amount of such Increase, then Incremental Commitments that have been added pursuant to this Section 2.14 after the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 Closing Date (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionallyexcluding, for the avoidance of doubt, it is understood the Incremental Revolving Commitments provided on the Closing Date) shall not exceed the Incremental Cap (as defined below), (y) any such addition or increase shall be in an amount of not less than $10,000,000 and agreed that in no event (z) there shall be not more than three (3) such increases after the aggregate Closing Date. For purposes hereof, the “Incremental Cap” shall mean the sum of (i) $400,000,000 less the amount of the Increases “Dollar Basket” utilized under the incremental provisions of the IrishCo Credit Documents (the “Dollar Basket”) plus (ii) the maximum principal amount of Indebtedness that may be incurred at such time that would not cause the Secured Leverage Ratio on a pro forma basis to exceed 3.25 to 1.00 (with the Secured Leverage Ratio computed as of the last day of the Test Period most recently ended prior to the date of the Incremental Facility Amendment, for which financial statements have been delivered pursuant to Section 8.1(a) or (b), provided that the foregoing determination shall be subject to the terms of Section 1.2(n) in the case of a Limited Condition Transaction); provided that in calculating the Secured Leverage Ratio for purposes of this definition only, all Incremental Revolving Commitments exceed shall be assumed to be fully drawn (this clause (ii), the Available Revolving Increase Amount during the term “Incremental Ratio Basket”). The Borrower may allocate use of the Agreement. Each request Incremental Cap between the Dollar Basket and the Incremental Ratio Basket in such amounts as it determines, including those provided for an Increase delivered by in Section 1.2(o) (which shall be specified in the Borrower Incremental Facility Amendment related to the Administrative Agent shall set forth the amount and proposed terms of the IncreaseIncremental Commitments).

Incremental Facility. Subject to the terms and conditions set forth herein, Borrowers shall have the right, at any time prior to the end of the Term, to request, upon ten (10) Business Days prior written notice, an increase to the Maximum Revolving Advance Amount (the “Incremental Revolving Facility”) up to $50,000,000 (an aggregate increase of $21,250,000); provided however, that: (a) At any time Borrowers shall not be permitted to make more than two requests for increases during the Revolving Commitment PeriodTerm, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause each increase shall not exceed $10,625,000; (b) belowno Default or Event of Default shall have occurred or would occur at the time of, or after giving effect to, such request; and (c) that the Total Revolving Commitments be increased by Borrower shall pay a closing fee in an amount not equal to exceed one half of one percent (0.50%) of the Available Revolving Increase Amount (each such amount of the increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender which fee shall be obligated to earned on the date the increase its Revolving Commitments in connection with a proposed Increaseis effective, and shall be non-refundable when paid. The following terms and conditions shall apply to the Incremental Revolving Facility: (i) the loans made under the Incremental Revolving Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (ii) such Incremental Revolving Facility shall be obtained from Lenders existing on the Closing Date and such Lender’s Commitment Percentage of such Incremental Revolving Facility will be as set forth on the signature page hereto, (iii) Borrowers shall execute amended and restated Revolving Credit Notes in favor of the existing Lenders evidencing the increase in the Maximum Revolving Advance Amount, (iv) the conditions in Section 8.2 shall have been satisfied, (v) Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed have received evidence that no Lender shall be obligated to provide an Increase all requisite corporate action and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender proceedings in connection with the proposed Increase. Any Increase Incremental Revolving Facility shall have been taken which evidence shall be in an amount of at least $5,000,000 form and substance satisfactory to Administrative Agent, and (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amountvi) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth have received from Borrowers and any Guarantor such other documentation as it deems reasonably necessary. Administrative Agent is authorized to enter into, on behalf of the amount and proposed Lenders, any amendment to this Agreement or any other document as may be necessary to incorporate the terms of the Increaseany new Incremental Revolving Facility herein therein.

Incremental Facility. (a) At any time during prior to the Revolving Commitment Periodsecond anniversary of the date hereof, the Borrower may Borrowers may, by written notice ("Incremental Facility Notice") to the Administrative Agent (which shall promptly deliver a copy to each of the Lender Parties), request from time to time from the addition of one or more additional term facilities (each an "Incremental Facility" and together, the "Incremental Facilities"). Each Incremental Facility shall be in an aggregate principal amount of not less than $100 million and all of which together shall be in an aggregate principal not to exceed $500 million. The Incremental Facilities (i) shall be a Term Facility for all purposes hereunder (and references to the Term Facility and Term Advances shall be deemed as the context requires to include reference to the Incremental Facilities) and (ii) shall have such pricing as may be agreed by the Borrowers and the Lender Parties providing such Incremental Facilities and shall otherwise have the same terms as the Term Advances (and references to the Term Facility and Term Advances shall be deemed as the context requires to include reference to the Incremental Facilities) including the same Termination Date and the same proportional amortization as the remaining Term Advances. Any such Incremental Facility shall be offered, first, on a pro rata basis to existing Lenders, and to the extent that such Lenders do not commit within 30 days of the Incremental Facility Notice for any such Incremental Facility, the Borrowers shall have the right to arrange for one or from more banks or other Eligible Assignees reasonably financial institutions acceptable to the Administrative AgentAgents (any such bank or other financial institution, an "Additional Lender") to extend commitments to provide the Incremental Facility in an aggregate amount equal to the amount, if any, by which the commitments by the Lenders to provide such Incremental Facility is less than the amount thereof requested by the Borrowers pursuant to the terms of this Section 2.05(c). Commitments in respect of an Incremental Facility shall become "Commitments" under this Agreement pursuant to an amendment hereto executed by each of the Borrowers, each Lender Party agreeing to provide such Commitment, each Additional Lender, if any, the Issuing Lender, the Swingline Lender Banks and the Borrower (but Agents and such amendments to the other Loan Documents as the Agents shall reasonably deem appropriate to effect such purpose. The effectiveness of such amendment and the commitments in respect of each Incremental Facility shall be subject to the satisfaction on the date thereof and, if different, on the date on which Advances under the Incremental Facility are made, of each of the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the IncreaseSection 3.02.

Incremental Facility. (a) At any time during the Revolving Commitment PeriodSo long as no Default or Event of Default has occurred and are continuing, the Borrower may request from request, by written notice to the Agent, at any time the Lenders increase the existing Commitments (any such increase, the “New Commitments”) by an amount such that the amount of the Maximum Credit does not exceed Eighty Five Million Dollars ($85,000,000) in the aggregate (or such lesser amount, provided, however, the New Commitments shall be at least Five Million Dollars ($5,000,000)) and the initial amount of New Commitments shall not exceed Fifteen Million Dollars ($15,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Agent. Borrower and Agent shall first offer to the existing Lenders at that time from such New Commitments (if an existing Lender agrees to an increase, they shall be an “Increasing Lender”). In the event the existing Lenders decline to increase their Commitments to the full amount of New Commitments requested by the Borrower, Agent agrees to arrange such New Commitments and the Agent and the Borrower shall mutually agree on one or more existing acceptable Qualified Assignees (each, a “New Lender”) to provide the remaining amount of the New Commitments. If the Agent is unable to identify any acceptable New Lenders, then Borrower shall be permitted to approach potential New Lenders or from other Eligible Assignees reasonably acceptable identified to the Administrative Agent, Agent and approved in writing by the Issuing Lender, Agent (which approval shall not be unreasonably withheld or delayed). Borrower acknowledges the Swingline Lender Agent is under no obligation to identify and obtain New Commitments from New Lenders. Borrower shall upon request of Agent provide such updated information as the Borrower (but subject Agent deems necessary to syndicate the conditions set forth in clause (b) below) that New Commitments and such other information as the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lenders and any New Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increaserequest. The Administrative Any New Lender approached by the Agent shall invite each Lender or Borrower to provide all or a portion of the Increase ratably New Commitments may elect or decline, in accordance with its Revolving Percentage sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided, that (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Commitments; (B) the New Commitments shall be effected pursuant to one or more Supplemental Agreements executed and delivered by the Borrower, such Increasing Lender (if applicable), such New Lenders (if applicable) and the Agent, and each requested Increase (it being agreed that no of which shall be recorded in the Register and each New Lender shall be obligated to provide an Increase bound by and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and subject to the extent, 5 Business Days after receipt terms and conditions of invitation, sufficient Lenders do not agree this Agreement; (C) the Borrower shall make any payments required pursuant to provide this Agreement and the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Fee Letter in connection with the proposed Increase. Any Increase New Commitments and shall be pay any other required fees in an amount of at least $5,000,000 connection with the New Commitments; and (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase AmountD) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower shall deliver or cause to be delivered any legal opinions, certificates, promissory notes or other customary closing documents (substantially consistent with the Administrative Agent shall documents set forth the amount and proposed terms in Section 6 of the Increasethis Agreement) reasonably requested by Agent, an Increasing Lender (if applicable) or a New Lender (if applicable) in connection with such transaction.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an aggregate amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three five (5) occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 seven (7) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent Borrower may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed IncreaseIncrease (including that such prospective lender is reasonably acceptable to the Administrative Agent to the extent that the Administrative Agent would have to approve an assignment to such Person in accordance with Section 10.6(b)). Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed (or if the Available Revolving Increase Amount during the term of the Agreementis less than $1,000,000, such remaining Available Revolving Increase Amount). Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At Increased Facilities Company may at any time during after the Revolving Commitment PeriodEffective Date, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable by written notice to the Administrative Agent, elect to request the Issuing Lender, the Swingline Lender and the Borrower establishment of one or more tranches of incremental revolving loan commitments or an increase in an existing tranche of Revolving Loan Commitments (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increaseeach, an “IncreaseIncremental Revolving Loan Commitment”; provided that there shall be no more than three tranches of Incremental Revolving Loan Commitments at any time in effect) and/or one or more tranches of incremental term loans or an increase in an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment” and together with the Incremental Revolving Loan Commitments, the “Incremental Commitments”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion aggregate principal amount of the Increase ratably in accordance with its Revolving Percentage of each requested Increase Incremental Commitments shall (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected i) not to participate in any applicable requested Increase in accordance with their Revolving Percentageexceed $250,000,000 (the “Maximum Incremental Amount”) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do (ii) not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an aggregate principal amount of at least less than $5,000,000 2,500,000 per request (or, if less, the Available Revolving Increase Amount is less than $5,000,000entire remaining amount permitted to be drawn under clause (i) above) (or such lesser amount which may be approved by the Administrative Agent), such remaining Available Revolving Increase Amount) and shall be in integral multiples of $1,000,000 in excess thereofof that amount. AdditionallyEach such notice shall specify (i) the date (each, for an “Increased Amount Date”) on which Company proposes that the avoidance Incremental Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent, (ii) the identity of doubteach Lender, it other Person that is understood an Eligible Assignee or any other Person agreed to by Company and agreed the Administrative Agent (each, an “Incremental Revolving Lender” or “Incremental Term Lender”, as applicable, and collectively “Incremental Lenders”) to whom Company proposes any portion of such Incremental Commitments be allocated (including in the case of Incremental Revolving Loan Commitments, any letter of credit and/or swing line loan sub-limits to be applicable thereto other than in the case of an increase in the existing Revolving Loan Commitments; provided that in no event shall swing line loan sub-limit may be increased without the aggregate amount consent of Swing Line Lender) and the amounts of such allocations; provided further that any Lender approached to provide all or a portion of the Increases Incremental Commitments may elect to agree or to decline, in its sole discretion, to provide an Incremental Commitment; provided further that no initial Incremental Lender shall be a Loan Party or an Affiliate of a Loan Party; and (iii) the proposed use of the proceeds of such Incremental Loans (which shall be consistent with Section 2.5(a)). Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that on and as of such date (A) no Event of Default shall exist immediately after giving effect to such Incremental Commitments; (B) immediately after giving effect to the Revolving incurrence of such Incremental Commitments exceed and the Available Revolving Increase Amount during the term use of proceeds thereof, each of the Agreement. Each request for representations and warranties contained in this Agreement and in the other Loan Documents shall, in each case, be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an Increase delivered by earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to materiality, such representation and warranty shall be true and correct in all respects) and provided further, that, notwithstanding the Borrower foregoing clauses (A) and (B), in the case of Incremental Commitments incurred to finance a Limited Condition Investment, at Company’s election, (1) the signing of the definitive agreement governing such Limited Condition Investment shall be subject to, as of the date of such signing, (x) no Event of Default then existing immediately after giving effect to such signing or initial funding and (y) each of the representations and warranties contained in this Agreement and in the other Loan Documents, in each case, being true and correct in all material respects to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties being true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to materiality, such representation shall be true and correct in all respects) and (2) the initial funding of such Incremental Commitments shall be subject to (x) no Event of Default under any of Section 7.1 (but only with respect to payment of principal, interest, premium and recurring fees), Section 7.6 or Section 7.7 then existing immediately after giving effect to such signing or initial funding and (y) customary “SunGard” limitations (including that the absence of a Potential Event of Default or Event of Default (other than as set forth in the foregoing clause (2)(x)) is not a condition to such funding and that only “specified acquisition representations” and “specified representations” are required to be accurate as a condition to such funding); (C) the Incremental Commitments shall be effected pursuant to one or more joinder agreements in form and substance reasonably satisfactory to the Administrative Agent (each, a “Joinder Agreement”) executed and delivered by Company, each other Loan Party and each applicable Incremental Lender, and acknowledged by the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.7; (D) Company shall make any payments required pursuant to Section 2.3(b) and Section 2.7(b) in connection with the amount Incremental Commitments, as applicable; and proposed terms (E) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction, including any Collateral Documents as may be necessary or desirable in the reasonable judgment of the IncreaseAdministrative Agent to provide the Administrative Agent for the benefit of Secured Parties (including each Incremental Lender) a First Priority Lien in the Collateral.

Incremental Facility. The Borrower may by written notice to the Administrative Agent elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”), by an amount for all such increases not to exceed an amount equal to (a) At any time during $230,000,000 less the aggregate amount of New Term Loans plus (b) an additional $50,000,000 if, on a pro forma basis after giving effect to such New Revolving Loan Commitments under this clause (b), the Senior Secured Leverage Ratio does not exceed 2.75:1.00 (assuming borrowing of the full amount of the Revolving Commitment PeriodCommitments) in the aggregate and not less than $5,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent, and integral multiples of $1,000,000 in excess of that amount). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower may request proposes that the New Revolving Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom the Borrower proposes any portion of such New Revolving Loan Commitments be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek New Revolving Loan Commitments from time to time the Lenders and, thereafter, from one or more existing Lenders or from additional banks, financial institutions and other Eligible Assignees reasonably institutional lenders acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender Bank and the Borrower (but subject to the conditions set forth Swing Line Lender who will become Lenders in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”connection therewith); provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment. Such New Revolving Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments; (2) the Borrower may not request an Increase and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 as of the last day of the most recently ended fiscal quarter after giving effect to such New Revolving Loan Commitments (assuming borrowing of the full amount of the Revolving Commitments); (3) the New Revolving Loan Commitments shall have a Maturity Date no earlier than the Maturity Date of the Closing Date Facility; (4) the Applicable Margin and Applicable Revolving Commitment Fee Percentage in respect of the New Revolving Loan Commitments shall be determined by the Borrower and the New Revolving Loan Lenders; provided that if the All-In Yield of any Incremental Facility exceeds the All-In Yield on the Closing Date Facility by more than three occasions during 50 basis points, the applicable margins for the Closing Date Facility shall be increased to the extent necessary so that the All-In Yield on the Closing Date Facility is 50 basis points less than the All-In Yield on such Incremental Facility; (5) the New Revolving Commitment Period. No Loan Commitments may be secured by either a pari passu or junior lien on the Collateral securing the Closing Date Facility, in each case on terms reasonably satisfactory to the Administrative Agent; (6) the New Revolving Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the New Revolving Loan Lender and the Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender shall be obligated subject to increase its Revolving Commitments the requirements set forth in Section 3.01; (7) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Loan Commitments; and (8) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a proposed IncreaseRevolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. The Administrative Agent shall invite each Lender to provide a portion notify Lenders promptly upon receipt of the Increase ratably in accordance with its Revolving Percentage Borrower’s notice of each requested Increase Increased Amount Date and in respect thereof (it being agreed that no Lender y) the New Revolving Loan Commitments and the New Revolving Loan Lenders and (z) in the case of each notice to any Lender, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.14. Except as provided in clauses (3), (4) and (5) above, the terms and provisions of the New Revolving Loans shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and identical to the extentRevolving Loans. Each Joinder Agreement may, 5 Business Days after receipt without the consent of invitationany other Lenders, sufficient Lenders do not agree effect such amendments to provide this Agreement and the full amount other Loan Documents as may be necessary or appropriate, in the opinion of such Increase, then the Administrative Agent may invite any prospective lender that satisfies to effect the criteria provision of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasethis Section 2.14.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may request from time to time from after the Closing Date request one or more existing Lenders or from other Eligible Assignees reasonably acceptable to increases in the Administrative AgentRevolving Credit Commitments (each, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total a “Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Credit Commitment Increase”); provided provided, however, that (i) the Borrower may aggregate amount of all Revolving Credit Commitment Increases shall not request an Increase on more than three occasions during the exceed $200,000,000, (ii) no Revolving Credit Commitment Period. No Lender Increases shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less later than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and six months prior to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Scheduled Termination Date and (iii) each Revolving Credit Commitment Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is not less than $5,000,00025,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, such remaining Available any Arranger or any Lender to negotiate for, solicit, provide or commit to provide any Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereofCredit Commitment Increase. Additionally, for Following the avoidance of doubt, it is understood and agreed that in no event shall receipt by the aggregate amount Administrative Agent of the Increases Borrower’s request to obtain a Revolving Credit Commitment Increase, the Administrative Agent shall promptly notify each Lender of such proposed Revolving Commitments exceed the Available Revolving Credit Commitment Increase Amount during the term and of the Agreementproposed terms and conditions therefor as provided in the Borrower’s notice with respect thereto. Each request for an Increase delivered such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increases by the Borrower forwarding its commitment therefor to the Administrative Agent in form and substance satisfactory to the Administrative Agent. The Administrative Agent and the Borrower shall allocate the commitment under such Revolving Credit Commitment Increase among the Lenders and other Eligible Assignees from which the Administrative Agent has received written commitments with respect thereto. Each Revolving Credit Commitment Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, an “Incremental Credit Extension Date”), which shall be in any case on or after the date of satisfaction of the conditions precedent set forth the amount and proposed terms of the Increase.in Section 3.4 (

Incremental Facility. (a) At The Borrower may at any time during the Revolving Commitment Period, the Borrower may request or from time to time from after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount tranches of term loans (each such increasean “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “IncreaseIncremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated in compliance with the covenants contained in Article VI determined on a pro forma basis, treating all Deferred Consideration required to increase its Revolving Commitments be paid other than in connection common equity interests then outstanding as Consolidated Total Debt solely for testing pro forma compliance with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion the covenants contained in Article VI, as of the Increase ratably in accordance with its Revolving Percentage last day of each requested Increase the most recent period of the Borrower for which financial statements are available as if any term loans under the Facility and such Incremental Facility had been outstanding (it being agreed that no Lender shall be obligated without netting the cash proceeds thereof) and any revolving commitment under such Incremental Facility (to provide the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Increase and that any Lender may elect to participate in such Increase in an amount Incremental Facility that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increasefinancing of a Limited Condition Acquisition, the conditions in clause (i) and (ii) shall be subject to Section 1.7 and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed (x) the Fixed Incremental Amount minus any amounts incurred prior to such time under the Fixed Incremental Amount pursuant to Section 7.1(k) or Section 7.1(r) plus (y) an additional amount so long as, after giving pro forma effect to the incurrence of such Indebtedness, the First Lien Leverage Ratio does not exceed 4.00:1.00 calculated on a pro forma basis for the period of four consecutive fiscal quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (assuming, in the case of each revolving facility, that the commitments are fully drawn and without netting the proceeds of any such Indebtedness to be incurred at the time of testing such pro forma compliance); provided, that, if the proceeds of such Incremental Facility will be applied to finance a Limited Condition Acquisition, compliance with the First Lien Leverage Ratio shall be determined in accordance with Section 1.7. Any Increase Each Incremental Facility shall be in an aggregate principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount that is not less than $5,000,000, 25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for availability under the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall limit set forth in the amount and proposed terms of the Increaseimmediately preceding sentence).

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may by written notice to the Administrative Agent elect to request from time prior to time from the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an amount not in excess of the Incremental Available Amount (determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Senior Net Leverage Ratio, for purposes of determining the Incremental Available Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02 shall be satisfied (provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02 shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an aggregate amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three five occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $$ 1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Borrower may request shall have the right, at any time and from time to time from one (but not to exceed four (4) increases in the aggregate) during the Commitment Period, to incur additional Indebtedness under this Credit Agreement in the form of term loans (each an “Incremental Term Loan”) and/or increases to the Revolving Committed Amount (each, an “Incremental Revolver”; each Incremental Term Loan and Incremental Revolver, an “Incremental Facility”) by an aggregate amount of up to $150,000,000. The following terms and conditions shall apply to each Incremental Facility: (i) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Additional Loans (1) made pursuant to an Incremental Revolver shall have the same terms as the existing Revolving Loans and shall be considered Revolving Loans hereunder and (2) made pursuant to an Incremental Term Loan shall have a maturity date no sooner than the Term Loan Maturity Date, a weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loan and such other terms and documentation that, to the extent not consistent with the Term Loan, will be reasonably satisfactory to the Administrative Agent at the time of such Incremental Term Loan, (iii) any such Incremental Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof, (iv) the proceeds of any Additional Loan will be used for the purposes set forth in Section 3.11, (v) the Borrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (vi) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (vii) the Administrative Agent shall have received an opinion or more existing Lenders or from other Eligible Assignees opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (viii) the Issuing LenderCredit Parties and the Mortgage Trustee shall enter into contemporaneously with such Incremental Facility becoming effective an amendment to the Vessel Fleet Mortgage to increase the amount of Credit Party Obligations secured thereby by the amount of the Incremental Facility and (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility and the borrowings thereunder on a Pro Forma Basis, the Swingline Lender and Borrower will be in compliance with the Borrower (but subject to the conditions financial covenants set forth in clause (b) below) that Article VI, and no Default or Event of Default shall exist. Participation in the Total Revolving Commitments Incremental Facility shall be increased offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Facility and the failure of a Lender to respond to such offer within the specified period of time shall be deemed a rejection of such offer by an such Lender. If the amount not to of the Incremental Facility requested by the Borrower shall exceed the Available Revolving Increase Amount (each commitments which the existing Lenders are willing to provide with respect to such increaseIncremental Facility, an “Increase”); provided that then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Facility not request an Increase on more than three occasions during taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed IncreaseAdministrative Agent may reasonably request. The Administrative Agent shall invite each Lender is authorized to provide a portion enter into, on behalf of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall Lenders, any amendment to this Credit Agreement or any other Credit Document as may be obligated necessary to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to incorporate the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseany new Incremental Facility therein.

Incremental Facility. (a) At any time during Subject to all the Revolving Commitment Periodterms of this Agreement and so long as no Default exists and is then continuing, the Borrower may request from time to time from one on and after the Agreement Date, either of the Borrowers may incur additional Indebtedness hereunder in the form of a revolving credit or more existing term loan facility (an "Incremental Facility") in an aggregate principal amount for both Borrowers that, when added to the aggregate principal amount of any previously extended Incremental Facilities, does not exceed $500,000,000. The Incremental Facility shall (i) share in the Collateral to the same extent as the other Loans made to the same Borrower (except as otherwise required by the indentures relating to the Omnipoint Senior Notes), (ii) be entitled to prepayments pursuant to Section 2.8 to the same extent as the other Loans, and (iii) not be secured by any collateral other than the Collateral or guaranteed by any Person other than pursuant to the Loan Documents. The interest rate, commitment fee rate, amortization schedule and maturity date for each Incremental Facility shall be as agreed upon between any Lenders agreeing to provide such Incremental Facility and the Borrowers; provided, however, that the Weighted Average Life to Maturity of such Incremental Facility shall in no event be shorter than the Weighted Average Life to Maturity of the other Credit Facilities on a combined basis (excluding the Vendor Facility and any other Incremental Facility). The lenders and the loans under each Incremental Facility will be "Lenders" and "Loans" for all purposes of this Agreement and the other Loan Documents. The Incremental Facility will be documented pursuant to an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each lender providing a commitment to the Incremental Facility and the Administrative Agent. Such amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or from other Eligible Assignees reasonably acceptable appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.1(d). The Incremental Facility may be established at any time at the request of the Borrowers, upon notice to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject only to the conditions set forth agreement of Lenders who, in clause (b) below) that the Total Revolving Commitments be increased by an amount not their sole discretion, choose to exceed the Available Revolving Increase Amount (each participate in such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment PeriodIncremental Facility. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that have any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not obligation to participate in any applicable requested Increase in accordance with their Revolving Percentage) Incremental Facility unless and until it commits to do so. At the extentrequest of the Borrowers, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being shall provide other lenders with an “Eligible Assignee” opportunity to commit to each Incremental Facility, and such other lenders shall become Lenders hereunder pursuant to a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower joinder agreement reasonably satisfactory to the Administrative Agent shall set forth and the amount and proposed terms of the IncreaseBorrowers.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may by written notice to the Administrative Agent elect to request from time prior to time from the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an amount not in excess of the Incremental Available Amount (determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Senior Net Leverage Ratio, for purposes of determining the Incremental Available Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identify of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identify of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02 shall be satisfied (provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02 shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. Subject to the terms and conditions set forth herein, Borrower shall have the right, at any time and from time to time, to incur additional Indebtedness under this Agreement in the form of one or more (but not to exceed five) additional term loan facilities (each an "Incremental Facility") by an aggregate amount of up to $50,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) At the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) the interest rate margin applicable to any such Incremental Facility shall be no higher than 0.25% above the Applicable Percentage for any existing series of Term Loans (including any existing Additional Loans) without a corresponding increase in the Applicable Percentage for such existing Term Loans (including any existing Additional Loans), (c) the interest rate margin, weighted average life to maturity and final maturity applicable to any such Incremental Facility shall be determined at the time during such Incremental Facility is made available, but in any event (i) such final maturity will not be shorter than the Revolving Commitment PeriodTerm Loan Maturity Date and will not extend beyond June 16, 2011 and (ii) such weighted average life to maturity will not be shorter than the Borrower may request weighted average life to maturity of any existing series of Term Loans (including any existing Additional Loans), (d) any such Incremental Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (e) any such Incremental Facility shall be obtained from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agentbanks, the Issuing Lenderfinancial institutions or investment funds, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably case in accordance with its Revolving Percentage of each requested Increase the terms set forth below, (it being agreed that no Lender shall be obligated to provide an Increase and that f) any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase Incremental Facility shall be in an a minimum principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) 7,500,000 and integral multiples of $1,000,000 in excess thereof, (g) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) Administrative Agent shall have received from Borrower updated financial projections and an Officers' Certificate, in each case in form and substance satisfactory to Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility, Borrower will be in compliance with the financial covenants set forth in Section 7.6. AdditionallyParticipation in any such Incremental Facility hereunder shall be offered first to each of the existing Lenders, for but each such Lender shall have no obligation to provide all or any portion of such Incremental Facility. If, upon the avoidance of doubtdate that is fifteen (15) Business Days after the existing Lenders are invited by the Administrative Agent to participate in such Incremental Facility, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments Incremental Facility requested by Borrower shall exceed the Available Revolving Increase Amount during commitments which the term of the Agreement. Each request for an Increase delivered by the existing Lenders are willing to provide with respect to such Incremental Facility, then Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall set forth enter into such joinder agreements to give effect thereto as Administrative Agent and Borrower may reasonably request. Administrative Agent is authorized to enter into, on behalf of Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the amount and proposed terms of the Increaseany new Incremental Facility therein.

Incremental Facility. (a) At any time during Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Borrower may request shall have the right, at any time and from time to time (but not to exceed four (4) increases in the aggregate) prior to the date that is ninety (90) days prior to the Revolving Commitment Termination Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Aggregate Revolving Committed Amount (each an “Incremental Facility”) by an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Obligations and will be guaranteed with the other Obligations on a pari passu basis, (b) any such Incremental Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (c) any such Incremental Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (d) any such Incremental Facility shall be obtained from one or more existing Lenders or from other Eligible Assignees banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $10,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used for the purposes set forth in Section 5.9, (g) the Borrower shall execute a Revolving Credit Note in favor of any new Lender, if requested by such Lender, (h) the conditions to Extensions of Credit in Section 3.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility on a pro forma basis, the Borrower will be in compliance with the financial covenants set forth in Article VI. Participation in the Incremental Facility shall be offered first to each of the existing Lenders, but no Lender shall have any obligation to provide all or any portion of the Incremental Facility. If the amount of the Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative AgentAgent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Issuing Lender, the Swingline Lender Administrative Agent and the Borrower (but subject may reasonably request. If the commitments received for any Incremental Facility exceed the amount of such Incremental Facility, the borrower and the Administrative Agent shall have the right to decide how such commitments are allocated. If commitments for the total amount of the Incremental Facility requested by the Borrower are not obtained, the Borrower shall have the right to accept the commitments which are obtained and accept an Incremental Facility in an amount less than requested so long as such accepted Incremental Facility exceeds the minimum amount set forth above. The Borrower shall have the right to decline any Incremental Facility if the Pro Rata Share of any existing Lender immediately prior to the conditions set forth in clause (b) below) that implementation of the Total Revolving Commitments Incremental Facility would be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increasedifferent immediately thereafter. The Administrative Agent shall invite each Lender is authorized to provide a portion enter into, on behalf of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall Lenders, any amendment to this Credit Agreement or any other Credit Document as may be obligated necessary to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to incorporate the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseany new Incremental Facility therein.

Incremental Facility. (a) At any time during After the Revolving Commitment PeriodClosing Date and before the Maturity Date, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable Borrower, by written notice to the Administrative Agent, may request the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth establishment of one or more Incremental Term Facilities in clause (b) below) that the Total Revolving Commitments be increased by an aggregate amount not to exceed the Available Revolving Increase Amount Maximum Incremental Amount. Each such notice shall specify the date (each such increaseeach, an “IncreaseIncreased Amount Date”); provided ) on which the Borrower proposes that the Incremental Term Facility shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No approach any Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender or any other third party bank or financial institution to provide all or a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase Incremental Term Facilities; provided that (it being agreed that i) no Lender will be required to provide such Incremental Term Facility and (ii) any entity providing all or a portion of a Incremental Term Loan Facility shall be obligated consented to provide an Increase and that any Lender may elect by the Administrative Agent, such consent not to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase be unreasonably withheld or more than its Revolving Percentage of such requested Increase if other delayed. If the existing Lenders have elected not are unwilling to participate in any applicable requested Increase Incremental Term Facility to the extent requested by the Borrower, the Administrative Agent, at the request of and in accordance consultation with their Revolving Percentagethe Borrower, will use its commercially reasonable efforts to obtain one or more financial institutions which are not then Lenders (which financial institutions may be suggested by the Borrower) to become party hereto and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of participate in any such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases Incremental Term Facility to the Revolving Commitments exceed extent necessary to satisfy the Available Revolving Increase Amount during Borrower’s request therefor, as the term of the Agreement. Each request case may be; provided, however, (i) compensation for an Increase delivered any such assistance by the Borrower to the Administrative Agent shall set forth be mutually agreed by the amount Administrative Agent and proposed terms of the IncreaseBorrower and (ii) the Administrative Agent shall have no obligation to participate in any Incremental Term Facility.

Incremental Facility. (a) At Subject to the terms and conditions set forth herein, the Parent Borrower shall have the right, at any time during the Revolving Commitment Period, the Borrower may request and from time to time during the period from one or more the Closing Date until the second anniversary of the Closing Date (but not to exceed three (3) increases in the aggregate), to incur additional Indebtedness under this Agreement in the form of an increase to the Revolving Committed Amount (each an "Incremental Facility") by an aggregate amount of up to $25,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Borrowers' Obligations and will be secured and guaranteed with the other Borrowers' Obligations on a pari passu basis, (b) any such Incremental Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (c) any such Incremental Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (d) any such Incremental Facility shall be obtained from existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agentbanks, the Issuing Lenderfinancial institutions or investment funds, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably case in accordance with its Revolving Percentage of each requested Increase the terms set forth below, (it being agreed that no Lender shall be obligated to provide an Increase and that e) any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase Incremental Facility shall be in an a minimum principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, (f) the proceeds of any Additional Loan will be used for the avoidance purposes set forth in Section 3.11, (g) the Borrowers shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (h) the conditions to Extensions of doubtCredit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Parent Borrower updated financial projections and an officer's certificate, it is understood in each case in form and agreed that substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility on a pro forma basis, the Borrowers will be in compliance with the financial covenants set forth in Section 5.9. Participation in the Incremental Facility shall be offered first to each of the existing Lenders, but each such Lender shall have no event shall obligation to provide all or any portion of the aggregate Incremental Facility. If the amount of the Increases to Incremental Facility requested by the Revolving Commitments Parent Borrower shall exceed the Available Revolving Increase Amount during commitments which the term of existing Lenders are willing to provide with respect to such Incremental Facility, then the Agreement. Each request for an Increase delivered by the Parent Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall set forth enter into such joinder agreements to give effect thereto as the amount Administrative Agent and proposed the Parent Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Credit Document as may be necessary to incorporate the terms of the Increaseany new Incremental Facility therein.

Incremental Facility. (a) At The Borrower may at any time during the Revolving Commitment Period, the Borrower may request or from time to time from after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount tranches of term loans (each such increasean “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “IncreaseIncremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated in compliance with the covenants contained in ‎Article VI determined on a pro forma basis, treating all Deferred Consideration required to increase its Revolving Commitments be paid other than in connection common equity interests then outstanding as Consolidated Total Debt solely for testing pro forma compliance with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion the covenants contained in Article VI, as of the Increase ratably in accordance with its Revolving Percentage last day of each requested Increase the most recent period of the Borrower for which financial statements are available as if any term loans under the Facility and such Incremental Facility had been outstanding (it being agreed that no Lender shall be obligated without netting the cash proceeds thereof) and any revolving commitment under such Incremental Facility (to provide the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Increase and that any Lender may elect to participate in such Increase in an amount Incremental Facility that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increasefinancing of a Limited Condition Acquisition, the conditions in clause (i) and ‎(ii) shall be subject to Section 1.7 and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed (x) the Fixed Incremental Amount minus any amounts incurred prior to such time under the Fixed Incremental Amount pursuant to ‎Section 7.1(k) or Section 7.1(r) plus (y) an additional amount so long as, after giving pro forma effect to the incurrence of such Indebtedness, the First Lien Leverage Ratio does not exceed 4.00:1.00 calculated on a pro forma basis for the period of four consecutive fiscal quarters then most recently ended for which financial statements under ‎Section 5.01(a) or ‎Section 5.01(b), as applicable, have been delivered (assuming, in the case of each revolving facility, that the commitments are fully drawn and without netting the proceeds of any such Indebtedness to be incurred at the time of testing such pro forma compliance); provided, that, if the proceeds of such Incremental Facility will be applied to finance a Limited Condition Acquisition, compliance with the First Lien Leverage Ratio shall be determined in accordance with Section 1.7. Any Increase Each Incremental Facility shall be in an aggregate principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount that is not less than $5,000,000, 25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for availability under the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall limit set forth in the amount and proposed terms of the Increaseimmediately preceding sentence).

Incremental Facility. The Borrower may at any time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of term loans under this Agreement in an aggregate principal amount of up to $350,000,000 (all such loans, collectively, the "Incremental Loans") pursuant to an additional term loan credit facility (the "Incremental Facility"), provided that both at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, (A) no Default shall exist, (B) the Borrower and its Subsidiaries are in compliance, on a pro forma basis after giving effect to any borrowing under the Incremental Facility, with the covenants contained in Sections 6.13, 6.14, 6.15 and 6.17 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if any such borrowing had occurred on the first day of each relevant period for testing such compliance and (C) borrowings under the Incremental Facility will not require any Indebtedness (other than Incremental Loans) to be secured by any Collateral. The Incremental Loans (i) shall rank pari passu in right of payment and of security with the Revolving Loans and Term Loans, (ii) shall mature no earlier than the Tranche C Maturity Date (but may, subject to clause (iii) below, have nominal amortization and commitment reductions prior to such date), (iii) shall not have a weighted average life that is shorter than that of the Tranche C Term Loans, and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Tranche C Term Loans (including with respect to mandatory and voluntary prepayments); provided that (a) At any time the terms and conditions applicable to Incremental Loans maturing after the Tranche C Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after the Tranche C Maturity Date and (b) subject to the provisions set forth below, Incremental Loans may be priced differently than the Term Loans and the Revolving Commitment PeriodLoans. Such notice shall set forth the requested amount of Incremental Loans, which shall be in a minimum principal amount of not less than $25,000,000. In the event that existing Lenders provide commitments in an aggregate amount less than the total amount of the Incremental Loans requested by the Borrower, the Borrower may request from time to time from arrange for one or more existing Lenders banks or from other Eligible Assignees reasonably acceptable financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide Incremental Loans in an aggregate amount equal to the unsubscribed amount. Commitments in respect of Incremental Loans shall become Commitments 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 agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. 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 or appropriate, in the opinion of the Administrative Agent, to effect the Issuing Lender, the Swingline Lender and the Borrower (but provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the "Incremental Facility Closing Date") of each of the conditions set forth in clause Section 4.02 (b) below) it being understood that all references to "the Total Revolving Commitments date of such Borrowing" in such Section 4.02 shall be increased by an amount not deemed to exceed refer to the Available Revolving Increase Amount (each such increase, an “Increase”Incremental Facility Closing Date); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with provide any Incremental Loans unless it so agrees. Incremental Loans will bear interest at rates at all times equal to the interest rate applicable to Tranche C Term Loans, plus or minus a proposed Increasespread that is fixed at the time such Incremental Loans are made, provided that such spread shall not exceed the spread on the Tranche C Term Loans by more than 0.25% per annum. The Administrative Agent shall invite each Lender to provide proceeds of Incremental Loans may be used for general corporate purposes, which may include repayment of all or a portion of one or more of the Increase ratably Additional Senior Subordinated Notes, the Existing Senior Subordinated Notes, the Holdings Senior Discount Debentures and Replacement Senior Subordinated Notes, in each case, in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasehereof.

Incremental Facility. The Company may, at one time prior to the Maturity Date, by notice to the Agent, request the addition of a new facility or an increase in the Term 39 Facility (asuch increase or any new facility being a "Commitment Increase") At any time during equal to up to $330,000,000 in the Revolving aggregate for all Commitment PeriodIncreases, to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (for such Commitment Increase, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable "Increase Date") as specified in the related notice to the Administrative Agent; provided, however, that (i) on the Issuing Lender, Increase Date the Swingline Lender and the Borrower (but subject to the conditions Company shall be in pro forma compliance with all financial covenants set forth in clause Sections 7.11, 7.12, 7.14 and 7.15; (bii) belowon the Increase Date, no Default or Event of Default shall have occurred and be continuing; (iii) such Commitment Increase shall be documented on other terms and conditions that are reasonably satisfactory to the Total Revolving Commitments Agent and the Company; and (iv) if on the closing of the Commitment Increase, the applicable margin on the Commitment Increase is greater than 0.25% per annum above the Applicable Margin on the Term Facility, the Applicable Margin on the Term Facility shall be increased to a percentage per annum equal to (A) the applicable margin on the Commitment Increase minus (B) 0.25% per annum; and (v) notwithstanding any other provision of any Loan Document (including, without limitation, Section 10.01), the Loan Documents may be amended by an amount not the Agent and the Company, if necessary, to exceed provide for terms applicable to each Commitment Increase consistent with the Available Revolving Increase Amount (each such increaseterms hereof. Notwithstanding the foregoing, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No in no event shall any Lender shall be obligated to increase its Term Commitment or Revolving Commitments Credit Commitment in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Commitment Increase.

Incremental Facility. (a) i. At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,00010,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At On one or more occasions at any time during after the Revolving Commitment PeriodEffective Date, the Borrower may by written notice to the Administrative Agent elect to request from time to time from the establishment of one or more existing new term loan commitments (the “New Term Loan Commitments”), by up to an aggregate amount not to exceed $250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such New Term Loan Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or from other Persons that are Eligible Assignees willing to hold the requested New Term Loan Commitments; provided that (x) any New Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment; provided that the Lenders will first be afforded the opportunity to provide the New Term Loan Commitments on a pro rata basis, and if any Lender so approached fails to respond, such Lender shall be deemed to have declined to provide such New Term Loan Commitments, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom any portion of such New Term Loan Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), unless such New Term Loan Lender is an existing Lender. The terms and provisions of any New Term Loan Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Loans, unless the Borrower and the New Term Loan Lenders in respect of such New Term Loans elect lesser payments and (c) otherwise be identical to the existing Loans or reasonably acceptable to the Administrative Agent. The effectiveness of any New Term Loan Commitments and the availability of any borrowings under any such New Term Loan Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such New Term Loan Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Issuing Borrower would have been in compliance with the Financial Covenants that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects on the effective date of such New Term Loan Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such 28 representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such New Term Loan Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the Guaranty by such Guarantor of such New Term Loan Commitments; and (ii) a customary opinion of counsel to the Borrower and the Guarantors (which may be in substantially the same form as delivered on the Effective Date and may be delivered by internal counsel of the Borrower), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Swingline Borrower, payable to any new Lender, and replacement notes executed by the Borrower, payable to any existing Lenders. On any Increased Amount Date on which any New Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender and shall make a Loan to the Borrower (but subject a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the conditions set forth in clause (b) below) that New Term Loan Commitment and the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed IncreaseNew Term Loans made pursuant thereto. The Administrative Agent shall invite each Lender to provide a portion notify the Lenders promptly upon receipt of the Increase ratably in accordance with its Revolving Percentage Borrower’s notice of each requested Increase (it being agreed that no Lender Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the New Term Loan Lenders shall be obligated determined by the Borrower and the applicable New Term Loan Lenders. The New Term Loan Commitments shall be effected pursuant to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase one or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) Additional Credit Extension Amendments executed and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to or New Term Loan Lenders and the Administrative Agent Agent, and each of which shall set forth be recorded in the amount Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and proposed terms the other Loan Documents as may be necessary or appropriate, in the opinion of the IncreaseAdministrative Agent, to effect the provisions of this Section 2.04.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may by written notice to Administrative Agent elect to request from time prior to time from the Maturity Date, one or more increases to the existing Lenders Commitments (any such increase, the “New Commitments”), by an amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually (or from other Eligible Assignees reasonably acceptable such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $50,000,000 and all such New Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative AgentAgent and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Issuing Administrative Agent in the case of a Person that is not a Lender (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), the Swingline Lender to whom Borrower proposes any portion of such New Commitments be allocated and the Borrower amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (but subject 1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in clause Section 4.02 shall be satisfied; (b2) below) that the Total Revolving New Commitments shall be increased effected pursuant to one or more Joinder Agreements executed and delivered by an amount not to exceed Borrower, the Available Revolving Increase Amount (New Lenders and Administrative Agent, and each such increase, an “Increase”); provided that of which shall be recorded in the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Register and each New Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and subject to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Sections 2.12 and 2.13 in connection with the proposed Increase. Any Increase New Commitments; and (4) Borrower shall deliver or cause to be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered any legal opinions or other documents reasonably requested by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasein connection with any such transaction.

Incremental Facility. (a) At The Borrower may at any time during prior to 180th day prior to the Maturity Date with respect to the Term A Facility or the Revolving Commitment PeriodCredit Facility, as the Borrower case may request from time to time from one or be, but in any event not more existing Lenders or from other Eligible Assignees reasonably acceptable than on three occasions, by notice to the Administrative Agent, request the Issuing Lenderaddition of a new term loan facility (each, an “Incremental Term Facility”) or an increase in the Swingline Lender and Revolving Credit Facility (each, a “Revolving Facility Increase” and, together with the Borrower Incremental Term Facilities, an “Incremental Facility”) pursuant to additional commitments (but subject to the conditions set forth “Incremental Commitments”) in clause (b) below) that the Total Revolving Commitments be increased by an aggregate amount not to exceed $50,000,000 to be effective as of a date that is at least 90 days prior to the Available Revolving Increase Amount (each such increase, an “Increase”); provided that scheduled Maturity Date of the Borrower may not request an Increase on more than three occasions during Term A Facility or the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Credit Facility then in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of effect (the “Increase ratably Date”) as specified in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and the related notice to the extentAdministrative Agent; provided, 5 Business Days after receipt of invitationhowever, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amounti) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of all of the Increases to the Revolving Incremental Commitments exceed $50,000,000, (ii) each new Incremental Facility shall be in an aggregate amount of not less than $5,000,000, (iii) on the Available Revolving Increase Amount during the term date of the Agreement. Each any such request for an Increase delivered by the Borrower for an Incremental Facility and on the related Increase Date, the applicable conditions set forth in Section 4.02 shall be satisfied, (iv) such Incremental Facility shall be used for working capital, acquisitions and other general corporate purposes not in contravention of any Law or Loan Document, (v) the final maturity of any Incremental Term Facilities shall be equal to or greater than the final maturity of the Term A Facility and (vi) any Incremental Facility shall be either (A) an increase in the Term A Facility or the Revolving Credit Facility existing prior to the Administrative Agent Increase Date, in which case the requirements of Section 2.14(e) shall set forth be satisfied or (B) in the amount case of an Incremental Term Facility, a new facility on the same terms as the Term A Facility except as to interest rates and proposed terms of the Increasefinal maturity.

Incremental Facility. (a) At any time during Company may by written notice to Administrative Agent elect to request the Revolving Commitment Period, the Borrower may request from time to time from establishment of one or more existing Lenders new term loan commitments (the “New Term Loan Commitments”), by an amount not in excess of $16,250,000 in the aggregate and not less than $5,000,000 individually (or from such lesser amount which shall be approved by Administrative Agent (in consultation with the Lenders) or such lesser amount that shall constitute the difference between $16,250,000 and all such New Term Loan Commitments obtained prior to such date), and integral multiples of $500,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Company proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignees reasonably acceptable Assignee (each, a “New Term Loan Lender”) to whom Company proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the Administrative Agentmaking of any Series of New Term Loans, the Issuing Lender, the Swingline Lender and the Borrower (but subject to each of the conditions set forth in clause Section 3.2 shall be satisfied; (b3) belowCompany and its Subsidiaries shall be in pro forma compliance with each the covenant set forth in Section 6.8(a) that as of the Total Revolving last day of the most recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be increased effected pursuant to one or more Joinder Agreements executed and delivered by an amount not to exceed Company, New Term Loan Lender and Administrative Agent, and each of which shall be recorded in the Available Revolving Increase Amount (Register and each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No New Term Loan Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and subject to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree requirements set forth in Section 2.20(c); (5) Company shall make any payments required pursuant to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Section 2.18(c) in connection with the proposed IncreaseNew Term Loan Commitments; and (6) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent (in consultation with the Lenders) in connection with any such transaction. Any Increase New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of at least $5,000,000 such Series, and (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amountii) and integral multiples each New Term Loan Lender of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event any Series shall the aggregate amount of the Increases become a Lender hereunder with respect to the Revolving Commitments exceed New Term Loan Commitment of such Series and the Available Revolving Increase Amount during the term New Term Loans of the Agreementsuch Series made pursuant thereto. Each request for an Increase delivered by the Borrower to the Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein, identical to the amount Loans including, without limitation, with regard to any security interest granted and proposed the priority thereof. In any event, the yield applicable to the New Term Loans of each Series shall be determined by Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the yield applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the Increasedate of such calculation with respect to the Loans (including any upfront or similar fees or original issue discount payable to the initial Lenders hereunder) unless the interest rate with respect to the Loans is increased so as to cause the then applicable yield under this Agreement on the Loans to equal the yield then applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans). Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Requisite Lenders, to effect the provision of this Section 2.25.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may by written notice to the Administrative Agent elect to request from time prior to time from the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an amount not in excess of the Incremental Available Amount (determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Senior Net Leverage Ratio, for purposes of determining the Incremental Available Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identify of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identify of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02 shall be satisfied (provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02 shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a 66 portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite shall use its best efforts to arrange for any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during the Revolving Commitment PeriodSo long as no Event of Default under Section 8.01(a) or 8.01(f) exists or would arise therefrom, the Borrower may request shall have the right, at any time and from time to time from after the Restatement Date, (i) to request new commitments under one or more existing Lenders new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”), (ii) to increase the Existing Tranche of Commitments by requesting new Commitments be added to an Existing Tranche of Commitments (the “Supplemental Revolving 1003651351v23 Commitments”), and (iii) to request new synthetic or from other Eligible Assignees reasonably acceptable letter of credit facility commitments under one or more new synthetic or other letter of credit facilities to be included in this Agreement (together with the Administrative AgentIncremental Revolving Commitments and the Supplemental Revolving Commitments, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “IncreaseIncremental Commitments”); , provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extentthat, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of Incremental Commitments permitted pursuant to this Section 2.24 shall not exceed, at the Increases time the respective Incremental Commitment becomes effective (and after giving effect to the incurrence of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness to refinance such other Indebtedness), an amount that could then be incurred under this Agreement in compliance with Section 7.01(b)(i). Any loans made in respect of any such Incremental Commitment (other than Supplemental Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered Commitments) shall be made by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasecreating a new Tranche.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may request from time by written notice to time from the Administrative Agent elect to request, prior to the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an aggregate amount for all New Commitments not in excess of the Incremental Available Amount (subject to Section 1.07, determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Senior Net Leverage Ratio, for purposes of determining the Incremental Available Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate) and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all suchremaining amount of New Commitments obtained prior topermitted to be incurred pursuant to this Section 2.18 at such datetime), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.07 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02(a) and (b) (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of Section 4.02(b), before and after giving effect to such New Commitment) shall be satisfied (provided that, in the case of any New Commitments if the proceeds of whichthe Loans under such New Commitments are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02 shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such New Commitments (it being understood that the requirements of Section 4.02(b) shall otherwise be complied with in accordance with Section 1.07) and (y) the requirements of Section 4.02(a) shall be subject to, if agreed to by the lenders providing such New Commitments, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as are material to the interests of the lenders providing such New Commitments, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At any time during Increased Term Loan Facility Company may by prior written notice to Administrative Agent elect to request the Revolving Commitment Periodestablishment of new term loan commitments (the “Incremental Term Loan Commitments”) for the purpose of funding Permitted Acquisitions, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender opening of new sand processing and the Borrower (but subject to the conditions set forth mining facilities and fees and expenses incurred in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”)connection therewith; provided that the Borrower may aggregate principal amount of the Incremental Term Loan Commitments shall not request an Increase exceed $50,000,000 or be less than $500,000. Such notice shall specify (i) the date (the “Increased Amount Date”) on more than three occasions during which Company proposes that the Revolving Commitment Period. No Lender Incremental Term Loan Commitments shall be obligated effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to increase its Revolving Commitments in connection with a Administrative Agent, (ii) the proposed Increase. The use of the proceeds of the Incremental Term Loans and (iii) the identity of each Lender or other Person that is an Eligible Assignee and acceptable to Administrative Agent (where such assignment shall invite each be to any party other than a Lender, an Affiliate of a Lender or an Approved Fund of a Lender) (each, an “Incremental Lender”, and collectively “Incremental Lenders”) to whom Company proposes any portion of such Incremental Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Increase ratably Incremental Term Loan Commitments may elect to agree or to decline, in its sole discretion, to provide an Incremental Term Loan Commitment. The Incremental Term Loan Commitments shall become effective, as of the Increased Amount Date; provided that (A) no Potential Event of Default or Event of Default shall have occurred and be continuing on the Increased Amount Date or would result from the consummation of the term loans contemplated to be made pursuant to and in accordance with its Revolving Percentage the Incremental Term Loan Commitments (the “Incremental Term Loans”); (B) both before and after giving effect to the making of the Incremental Term Loans, each requested Increase (it being agreed that no Lender of the representations and warranties contained in this Agreement and in the other Loan Documents shall be obligated true and correct in all material respects on and as of the Increased Amount Date to provide the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an Increase earlier date, in which case such representations and that any Lender may elect to participate warranties shall have been true and correct in such Increase in an amount that is less than its Revolving Percentage all material respects on and as of such requested Increase earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (C) the Incremental Term Loan Commitments shall be effected pursuant to one or more than its Revolving Percentage joinder agreements in form and substance reasonably satisfactory to Administrative Agent (a “Joinder Agreement”) executed and delivered by Company, each other Loan Party, each Incremental Lender and Administrative Agent, and each of such requested Increase if other Lenders have elected not to participate which shall be recorded in any applicable requested Increase in accordance with their Revolving Percentage) the Register and shall be subject to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree requirements set forth in Section 2.7(b)(iv); (D) Company shall make any payments required pursuant to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Section 2.7(b)(iv) in connection with the proposed Increase. Any Increase Incremental Term Loan Commitments; and (E) Company shall deliver or cause to be in an amount of at least $5,000,000 (ordelivered any lien searches, if the Available Revolving Increase Amount is less than $5,000,000tax affidavits, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered legal opinions or other documents reasonably requested by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasein connection with any such transaction.

Incremental Facility. (a) At any time during the Revolving Commitment PeriodSo long as no Default or Event of Default has occurred and are continuing, the Borrower may request from request, by written notice to the Agent, at any time the Lenders increase the existing Commitments (any such increase, the “New Commitments”) by an amount such that the amount of the Maximum Credit does not exceed Eighty Five Million Dollars ($85,000,000) in the aggregate (or such lesser amount, provided, however, the New Commitments shall be at least Five Million Dollars ($5,000,000)). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Agent. Borrower and Agent shall first offer to the existing Lenders at that time from such New Commitments (if an existing Lender agrees to an increase, they shall be an “Increasing Lender”). In the event the existing Lenders decline to increase their Commitments to the full amount of New Commitments requested by the Borrower, Agent agrees to arrange such New Commitments and the Agent and the Borrower shall mutually agree on one or more existing acceptable Qualified Assignees (each, a “New Lender”) to provide the remaining amount of the New Commitments. If the Agent is unable to identify any acceptable New Lenders, then Borrower shall be permitted to approach potential New Lenders or from other Eligible Assignees reasonably acceptable identified to the Administrative Agent, Agent and approved in writing by the Issuing Lender, Agent (which approval shall not be unreasonably withheld or delayed). Borrower acknowledges the Swingline Lender Agent is under no obligation to identify and obtain New Commitments from New Lenders. Borrower shall upon request of Agent provide such updated information as the Borrower (but subject Agent deems necessary to syndicate the conditions set forth in clause (b) below) that New Commitments and such other information as the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lenders and any New Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increaserequest. The Administrative Any New Lender approached by the Agent shall invite each Lender or Borrower to provide all or a portion of the Increase ratably New Commitments may elect or decline, in accordance with its Revolving Percentage sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided, that (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Commitments; (B) the New Commitments shall be effected pursuant to one or more Supplemental Agreements executed and delivered by the Borrower, such Increasing Lender (if applicable), such New Lenders (if applicable) and the Agent, and each requested Increase (it being agreed that no of which shall be recorded in the Register and each New Lender shall be obligated to provide an Increase bound by and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and subject to the extent, 5 Business Days after receipt terms and conditions of invitation, sufficient Lenders do not agree this Agreement; (C) the Borrower shall make any payments required pursuant to provide this Agreement and the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Fee Letter in connection with the proposed Increase. Any Increase New Commitments and shall be pay any other required fees in an amount of at least $5,000,000 connection with the New Commitments; and (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase AmountD) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower shall deliver or cause to be delivered any legal opinions, certificates, promissory notes or other customary closing documents (substantially consistent with the Administrative Agent shall documents set forth the amount and proposed terms in Section 6 of the Increasethis Agreement) reasonably requested by Agent, an Increasing Lender (if applicable) or a New Lender (if applicable) in connection with such transaction.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 20,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,00010,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during The Borrower may by written notice to the Revolving Commitment PeriodAdministrative Agent elect to request, prior to the Latest Maturity Date, the Borrower may request from time to time from establishment of one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower commitments (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increaseeach, an “IncreaseIncremental Commitment”) to make additional Loans (each an “Incremental Loan”); provided that , by an aggregate amount for all Incremental Commitments not in excess of the Borrower may Incremental Available Amount (subject to Section 1.06, determined as of the date of effectiveness of such Incremental Commitments) and not request an Increase on more less than three occasions during the Revolving Commitment Period. No Lender $25,000,000 individually (or such lesser amount which shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then approved by the Administrative Agent may invite any prospective lender or that satisfies shall constitute the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an remaining amount of Incremental Commitments permitted to be incurred pursuant to this Section 2.18 at least $5,000,000 (orsuch time), if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 25,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreementamount. Each request for such notice shall specify (A) the date (each, an Increase “Increased Amount Date”) on which Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered by the Borrower to the Administrative Agent shall set forth and which may be contingent upon the amount closing of an acquisition or other transaction and proposed terms (B) the identity of each Lender or Additional Lender, (each, an “Incremental Lender”), to whom Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the Increase.Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83

Incremental Facility. Subject to pro forma compliance (aafter giving effect to the New Term Loans) At any time during with a Leverage Ratio which is .25x more restrictive than the Revolving Commitment Periodthen-applicable Leverage Ratio under Section 6.8(c) at such date of determination, the Borrower Company may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable by written notice to the Administrative AgentAgent elect to request the establishment of new term loan commitments (the “New Term Loan Commitments”), by an amount not in excess of $25,000,000 in the Issuing aggregate. The notice shall specify (A) the date (the “Increased Amount Date”) on which Company proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (“New Term Loan Lender, the Swingline Lender ”) to whom Company proposes any portion of such New Term Loan Commitments be allocated and the Borrower amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of the Increased Amount Date; provided that (but subject 1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Term Loan Commitments; (2) both before and after giving effect to the making of the New Term Loans, each of the conditions set forth in clause Section 3.4 shall be satisfied; (b3) belowCompany and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments; (4) that the Total Revolving New Term Loan Commitments shall be increased effected pursuant to one or more Joinder Agreements executed and delivered by an amount not to exceed Company, the Available Revolving Increase Amount (New Term Loan Lender and Administrative Agent, and each such increase, an “Increase”); provided that of which shall be recorded in the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Register and each New Term Loan Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and subject to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree requirements set forth in Section 2.20(c); (5) Company shall make any payments required pursuant to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Section 2.18(c) in connection with the proposed IncreaseNew Term Loan Commitments; and (6) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with such transaction similar to those delivered as of the date hereof. Any Increase On the Increased Amount Date on which the New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall be make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount Company’s notice of the Increases Increased Amount Date and in respect thereof the New Term Loan Lenders, subject to the Revolving Commitments exceed the Available Revolving Increase Amount during the term assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche C Term Loans. In any event (i) the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Tranche C Terms Loans, (ii) the New Term Loan Maturity Date shall be no later than the final maturity of the Tranche C Term Loans and (iii) the rate of interest applicable to the New Term Loans shall be determined by Company and the applicable New Term Loan Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the interest rate applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to Tranche C Term Loans plus 0.50% per annum unless the interest rate with respect to the Tranche C Term Loan is increased so as to equal the interest rate applicable to the New Term Loans. Each request for an Increase delivered by Joinder Agreement may, without the Borrower consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent shall set forth and Company to effect the amount and proposed terms provision of the Increasethis Section 2.24.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from From time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to after the Administrative AgentClosing Date, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion term of the Increase ratably in accordance with its Revolving Percentage Loans, Borrower may by written notice to the Administrative Agent, elect prior to the Maturity Date, the establishment of each requested Increase one or more new term loan commitments (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in the “Incremental Commitments”), by (1) an amount that is not in excess of $25,000,000 in the aggregate and (2) and not less than its Revolving Percentage of $1,000,000 individually (or such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentagelesser amount which shall either (x) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then be approved by the Administrative Agent may invite any prospective lender that satisfies (which approval shall not be unreasonably delayed, withheld or conditioned) or (y) constitute the criteria of being an “Eligible Assignee” difference between $25,000,000 and all such Incremental Commitments obtained prior to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (orsuch date), if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionallyof that amount (or such lesser amount which shall either (x) be approved by the Administrative Agent (which approval shall not be unreasonably delayed, for withheld or conditioned) or (y) constitute the avoidance of doubt, it is understood difference between $25,000,000 and agreed that in no event shall the aggregate amount of the Increases all such Incremental Commitments obtained prior to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreementsuch date). Each request for such notice shall specify (A) the date (each, an Increase “Increased Amount Date”) on which Borrower determines that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered by the Borrower to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the Administrative Agent) and (B) the identity of each Lender or other Person (each of which must be an Eligible Incremental Lender) (each, an “Incremental Lender”) to whom Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that each existing Lender shall first be afforded, by written notice to the Administrative Agent (which notice shall be promptly forwarded by the Administrative Agent to the applicable existing Lenders and the Administrative Agent agrees to promptly forward such notice to the Lenders prior to the Increased Amount Date, but any failure to deliver such notice shall not prevent the above-mentioned ten (10) Business Day period from running after the Administrative Agent has received such notice) , the opportunity to provide its Loan Commitment Percentage of any Incremental Commitments, as applicable; provided, further, that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Lender may elect to provide all or a portion of its Loan Commitment Percentage of any Incremental Commitments, as applicable, by providing written notice (each, an “Acceptance Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. Local Time ten (10) days after the date of the Administrative Agent’s receipt of notice from the Borrower. Each Acceptance Notice from a given Lender shall specify the principal amount of the Incremental Commitment to be provided by such Lender. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame specified above or such Acceptance Notice fails to specify the principal amount of the Incremental Commitments to be provided, any such failure will be deemed a rejection of the opportunity to provide any portion of the Incremental Commitment, and the Borrower may have other Persons provide the remaining uncommitted portion of the Incremental Commitments. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that after giving effect to the making of any Incremental Loans and the use of proceeds thereof, (I) no Default or Event of Default shall have occurred and be continuing under any of the Loan Documents; (II) each of the representations and warranties set forth in Article III shall remain true and correct in all material respects (without duplication of any materiality qualifiers contained therein); and (III) the amount Consolidated Leverage Ratio, calculated on a pro forma basis for the last twelve month period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.04 (a) or (b) and proposed after giving effect to any Permitted Acquisitions or Investments permitted under the Loan Documents or prepayments of the Loans, shall be no greater than 0.74:1.00. The Incremental Commitments, as applicable, shall be effected pursuant to one or more amendments (each, an “Incremental Loan Amendment”) executed and delivered by Borrower, the Incremental Lender and the Administrative Agent and each of which shall be recorded in the Register (provided that the Administrative Agent agrees to execute and deliver any Incremental Loan Amendment satisfying the requirements of this Section 2.22 and otherwise in compliance with the terms of the Increasethis Agreement).

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three five occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.. 62

Incremental Facility. (a) At Each Borrower may at any time during the Revolving Commitment Period, the Borrower may request or from time to time from after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more existing Lenders additional tranches of term loans or from other Eligible Assignees reasonably acceptable to an increase in the Administrative Agent, amount of the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount Term Loan Facility (each such increasean “Incremental Term Facility”) or one or more additional revolving facilities or letter of credit facilities or an increase in the amount of the Revolving Facility (each, an “IncreaseIncremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); , provided that (i) at the Borrower may not request an Increase on more than three occasions during time and after the Revolving Commitment Period. No Lender effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Company shall be obligated to increase its Revolving Commitments in connection compliance with the covenants contained in Section 7.1 determined on a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion pro forma basis as of the Increase ratably last day of the most recent period of the Company for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period, and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed the greater of (x) $750,000,000 and (y) such higher amount if, after giving effect thereto (including funding thereof in accordance with its the case of an Incremental Term Facility and the funding of loans expected to be borrowed on the effective date thereof in the case of an Incremental Revolving Percentage of each requested Increase (it being agreed that no Lender shall Facility), the Consolidated Leverage Ratio determined on a pro forma basis would be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not 1.50 to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase1.00. Any Increase Each Incremental Facility shall be in an aggregate principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount that is not less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered 50,000,000 unless approved by the Borrower to the Administrative Agent shall (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the amount and proposed terms preceding sentence). Any negative or financial covenants applicable to an Incremental Facility that are more restrictive than those contained in this Agreement shall be deemed to be incorporated in this Agreement, mutatis mutandis, except (x) in the case of an Incremental Revolving Facility, to the extent they do not by their nature apply or relate to any then-existing Facility or apply only to periods after the commitment termination date of the IncreaseRevolving Facility or any other revolving Facility and (y) in the case of an Incremental Term Facility, to the extent they do not by their nature apply or relate to any then-existing Facility or apply only to periods after the Latest Maturity Date. Any Incremental Facility shall be ratably secured with the Obligations.

Incremental Facility. (a) At Each Borrower may at any time during the Revolving Commitment Period, the Borrower may request or from time to time from after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more existing Lenders additional tranches of term loans or from other Eligible Assignees reasonably acceptable to an increase in the Administrative Agent, amount of the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount Term Loan Facility (each such increasean “Incremental Term Facility”) or one or more additional revolving facilities or letter of credit facilities or an increase in the amount of the Revolving Facility (each, an “IncreaseIncremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); , provided that (i) at the Borrower may not request an Increase on more than three occasions during time and after the Revolving Commitment Period. No Lender effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Company shall be obligated to increase its Revolving Commitments in connection compliance with the covenant contained in Section 7.1 determined on a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion pro forma basis as of the Increase ratably in accordance with its Revolving Percentage last day of each requested Increase the most recent period of the Company for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect the extent available to participate in such Increase in an amount that is less than its Revolving Percentage make Loans) had been fully used on the last day of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentageperiod, and (iii) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full aggregate principal amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed IncreaseIncremental Facilities shall not exceed $500,000,000. Any Increase Each Incremental Facility shall be in an aggregate principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount that is not less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered 50,000,000 unless approved by the Borrower to the Administrative Agent shall (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the amount and proposed terms preceding sentence). Any negative or financial covenants applicable to an Incremental Facility that are more restrictive than those contained in this Agreement shall be deemed to be automatically incorporated in this Agreement, mutatis mutandis, except (x) in the case of an Incremental Revolving Facility, to the extent they do not by their nature apply or relate to any then-existing Facility or apply only to periods after the commitment termination date of the IncreaseRevolving Facility or any other revolving Facility and (y) in the case of an Incremental Term Facility, to the extent they do not by their nature apply or relate to any then-existing Facility or apply only to periods after the Latest Maturity Date. Any Incremental Facility shall be ratably secured with the Obligations.

Incremental Facility. (a) At any time during The Borrower may by written notice to the Revolving Commitment PeriodAdministrative Agent elect to request, prior to the Latest Maturity Date, the Borrower may request from time to time from establishment of one or more existing Lenders commitments (each, an “Incremental Commitment”) to make additional Loans (each an “Incremental Loan”), by an aggregate amount for all Incremental Commitments not in excess of the Incremental Available Amount (subject to Section 1.06, determined as of the date of effectiveness of such Incremental Commitments) and not less than $25,000,000 individually (or from other Eligible Assignees reasonably acceptable such lesser amount which shall be approved by the Administrative Agent or that shall constitute the remaining amount of Incremental Commitments permitted to be incurred pursuant to this Section 2.18 at such time), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent, Agent and which may be contingent upon the Issuing closing of an acquisition or other transaction and (B) the identity of each Lender or Additional Lender, the Swingline Lender (each, an “Incremental Lender”), to whom Borrower proposes any portion of such Incremental Commitments be allocated and the Borrower amounts of such allocations (but it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.06 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date, each of the conditions set forth in paragraphs (l) and (m) of Section 4.01 (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of paragraph (m), before and after giving effect to such Incremental Commitment) shall be satisfied (provided that if the proceeds of such Incremental Loans are to be used to consummate a Limited Conditionality Acquisition, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such Incremental Commitments (it being understood that the requirements of Section 4.01(m) shall otherwise be complied with in accordance with Section 1.06) and (y) the requirements of Section 4.01(l) shall be subject to, if agreed to by the lenders providing such Incremental Loans, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as are material to the interests of the lenders providing such Incremental Loans, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the Incremental Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the Incremental Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.14; and (3) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 requested by the Administrative Agent or the Incremental Lenders in connection with any such transaction. The terms and provisions of the Incremental Loans made pursuant to the Incremental Commitments shall be as follows: (i) the Incremental Loans will not be guaranteed by any Person other than (1) the Guarantors or (2) any Person that shall, substantially concurrently with the issuance of such Incremental Loans, become a Guarantor; (ii) the Incremental Loans will not be secured by any assets not constituting the Collateral, unless such assets are substantially concurrently pledged to secure the Obligations on an equal and ratable basis; (iii) the Incremental Loan Maturity Date shall be no earlier than the Term Loan Maturity Date and the Weighted Average Life to Maturity of such Incremental Loans shall be not shorter than the then remaining Weighted Average Life to Maturity of the Term Loans; (iv) the interest rate margins and amortization schedule (subject to clause (biii) belowabove) that applicable to any Incremental Loans shall be determined by the Total Revolving Commitments be increased by an amount not to exceed Borrower and the Available Revolving Increase Amount (each such increase, an “Increase”)applicable Incremental Lenders; provided that in the event that the All-in Yield for any such Incremental Loans is greater than the All-in Yield for the Loans by more than 0.50% per annum, then the Applicable Rate for the Loans shall be increased to the extent necessary so that the All-in Yield for the Loans is equal to the All-in Yield for the Incremental Loans minus 0.50% per annum; (v) any Incremental Loans, for purposes of prepayments, shall be treated no more favorably than the Term Loans; and (vi) any Incremental Loans shall be on terms identical to, or no more favorable to the Incremental Lenders, taken as a whole, than those contained in this Agreement (except to the extent permitted by clauses (iii), (iv) or (v) above), unless the Lenders hereunder receive the benefit of such terms through an amendment to this Agreement (which may be effected via the Joinder Agreement) or such terms apply solely after the Term Loan Maturity Date (provided that a certificate of a Responsible Officer of the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated delivered to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, at least 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of (or such Increase, then shorter period as the Administrative Agent may invite agree in its reasonable discretion) prior to any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become Increased Amount Date, providing a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount reasonably detailed description of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term material terms and conditions of such Incremental Loans or drafts of the Agreement. Each request for an Increase delivered by the Borrower documentation relating thereto, and evidence reasonably satisfactory to the Administrative Agent shall set forth that the amount and proposed terms Board of Directors of the IncreaseBorrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (vi) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees).

Incremental Facility. (a) At any time during the Revolving Commitment PeriodThe Borrower may, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable by written notice to the Administrative Agent, elect to request, prior to the Issuing Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, EXHIBIT 10.2 the “New Commitments”), by an amount not in excess of $250,000,000 in the aggregate (determined as of the date of effectiveness of such New Commitments) and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $250,000,000 and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent in the case of a Person that is not a Lender, to the Swingline Lender extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom the Borrower proposes any portion of such New Commitments be allocated and the Borrower amounts of such allocations (but subject it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in clause Section 4.02 shall be satisfied; (b2) below) that the Total Revolving New Commitments shall be increased effected pursuant to one or more Joinder Agreements executed and delivered by an amount not to exceed the Available Revolving Increase Amount (Borrower, the New Lenders and the Administrative Agent, and each such increase, an “Increase”); provided that of which shall be recorded in the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Register and each New Lender shall be obligated subject to increase its Revolving Commitments the requirements set forth in Section 2.14; (3) the Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with a proposed Increase. The the New Commitments; and (4) Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent shall invite each Lender or the New Lenders in connection with any such transaction. On any Increased Amount Date on which New Commitments are effected, subject to provide a portion the satisfaction of the Increase ratably foregoing terms and conditions, (i) each of the Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in accordance with its the Revolving Percentage of each requested Increase (it being agreed that no Lender Loans on such Increased Amount Date as shall be obligated necessary in order that, after giving effect to provide an Increase all such assignments and that any Lender may elect to participate in purchases, such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Loans will be held by existing Lenders have elected not to participate in any applicable requested Increase and New Lenders ratably in accordance with their Revolving Percentage) and Commitments after giving effect to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount addition of such IncreaseNew Commitments to the Revolving Commitments, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an (ii) each New Commitment shall be deemed for all purposes a Revolving Commitment and each Revolving Loan made thereunder (a “Eligible Assignee” to New Loan”) shall be deemed, for all purposes, a Revolving Loan, and (iii) each New Lender shall become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseall purposes hereunder.

Incremental Facility. (a) At any time during Increased Term Loan Facility Company may by prior written notice to Administrative Agent elect to request the Revolving Commitment Periodestablishment of new term loan commitments (the “Incremental Term Loan Commitments”) for the purpose of funding Permitted Acquisitions, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender opening of new sand processing and the Borrower (but subject to the conditions set forth mining facilities and fees and expenses incurred in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”)connection therewith; provided that the Borrower may aggregate principal amount of the Incremental Term Loan Commitments shall not request exceed the sum of (i) $100,000,000 plus (ii) an Increase amount such that the Incurrence Ratio as of such date, calculated on more a Pro Forma Basis as if such commitments were fully funded on such date, would be less than three occasions during 3.00:1.00; provided further that the Revolving Commitment Periodaggregate principal amount of the Incremental Term Loan Commitments shall not be less than $500,000. No Lender Such notice shall specify (i) the date (the “Increased Amount Date”) on which Company proposes that the Incremental Term Loan Commitments shall be obligated effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to increase its Revolving Commitments in connection with a Administrative Agent, (ii) the proposed Increase. The use of the proceeds of the Incremental Term Loans and (iii) the identity of each Lender or other Person that is an Eligible Assignee and acceptable to Administrative Agent (not to be unreasonably withheld, conditioned or delayed) (where such assignment shall invite each be to any party other than a Lender, an Affiliate of a Lender, an Approved Fund of a Lender, an Affiliated Debt Investor or a Permitted Holder) (each, an “Incremental Lender”, and collectively “Incremental Lenders”) to whom Company proposes any portion of such Incremental Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Increase ratably Incremental Term Loan Commitments may elect to agree or to decline, in its sole discretion, to provide an Incremental Term Loan Commitment. The Incremental Term Loan Commitments shall become effective, as of the Increased Amount Date; provided that (A) no Potential Event of Default or Event of Default shall have occurred and be continuing on the Increased Amount Date or would result from the consummation of the term loans contemplated to be made pursuant to and in accordance with its Revolving Percentage the Incremental Term Loan Commitments (the “Incremental Term Loans”); (B) both before and after giving effect to the making of the Incremental Term Loans, each requested Increase (it being agreed that no Lender of the representations and warranties contained in this Agreement and in the other Loan Documents shall be obligated true and correct in all material respects on and as of the Increased Amount Date to provide the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an Increase earlier date, in which case such representations and that any Lender may elect to participate warranties shall have been true and correct in such Increase in an amount that is less than its Revolving Percentage all material respects on and as of such requested Increase earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (C) the Incremental Term Loan Commitments shall be effected pursuant to one or more than its Revolving Percentage joinder agreements in form and substance reasonably satisfactory to Administrative Agent (a “Joinder Agreement”) executed and delivered by Company, each other Loan Party, each Incremental Lender and Administrative Agent, and each of such requested Increase if other Lenders have elected not to participate which shall be recorded in any applicable requested Increase in accordance with their Revolving Percentage) the Register and shall be subject to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree requirements set forth in Section 2.7(b)(iv); (D) Company shall make any payments required pursuant to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Section 2.7(b)(iv) in connection with the proposed Increase. Any Increase Incremental Term Loan Commitments; (E) Company shall deliver or cause to be delivered any lien searches, tax affidavits, legal opinions or other documents reasonably requested by Administrative Agent in an amount of at least $5,000,000 connection with any such transaction; and (or, if the Available Revolving Increase Amount is less F) no more than $5,000,00050,000,000 of Incremental Term Loans will be permitted unless Company has taken or caused to be taken, or has agreed to take, such remaining Available Revolving Increase Amount) actions that are reasonably requested by Administrative Agent to ensure that any Incremental Term Loans are secured by the Real Property Assets on the same basis as the existing Loans and integral multiples of $1,000,000 in excess thereof. Additionally, for to ensure that the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount security interest of the Increases to Collateral Agent, on behalf of Secured Parties, in the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered Real Property Assets are not adversely affected by the Borrower to the Administrative Agent shall set forth the amount and proposed terms making of the Increasesuch Incremental Term Loans.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may by written notice to the Agent, after the Closing Date, elect to request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to increases (each, a “Facility Increase”) in the Administrative Agent, Revolving Credit Commitments (the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth “Incremental Revolving Credit Commitments”) in clause (b) below) that the Total Revolving Commitments be increased by an a principal amount not to exceed $45,000,000 in the Available Revolving aggregate for all such Facility Increases; provided, however, that (i) no Facility Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less later than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and one year prior to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Scheduled Termination Date and (ii) each Facility Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is not less than $5,000,00010,000,000. The notice in respect of any such Facility Increase shall specify (A) the date (each, a “Facility Increase Effective Date”) on which the Borrower proposes that the Incremental 101 Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Agent (or such shorter period as the Agent may agree) and (B) the identity of each Lender or Affiliate or Approved Fund of a Lender or other Person that is consented to by the Agent (such consent not to be unreasonably withheld or delayed) to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments be allocated and the amounts of such allocations; provided, that any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Such Incremental Revolving Credit Commitments shall become effective as of the applicable Facility Increase Effective Date; provided that (1) no Default shall exist on such Facility Increase Effective Date before or after giving effect to such Incremental Revolving Credit Commitments; (2) the representations and warranties set forth in each Loan Document shall be true and correct in all material respects immediately prior to, and after giving effect to, such remaining Available Incremental Revolving Increase AmountCredit Commitments (except (x) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such earlier date and (y) to the extent any such representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, in which case such representation and warranty shall be true and correct in all respects); (3) the Incremental Revolving Credit Commitments exceed the Available Revolving shall be effected pursuant to one or more Facility Increase Amount during the term of the Agreement. Each request for an Increase Joinder Agreements executed and delivered by the Borrower to the Administrative Agent and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.15(e); (4) the amount Co-Borrowers shall make any payments required pursuant to Section 2.14 in connection with any such Incremental Revolving Credit Commitments; and proposed (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. Once any Incremental Revolving Credit Commitments become effective as of their respective Facility Increase Effective Dates in accordance with this Section 2.24(a), extensions of credit may be made thereunder in accordance with the terms of the Increaseapplicable Facility Increase Joinder Agreement without any additional conditions thereto; provided that, with respect to each such extension of credit, each of the conditions set forth in Sections 4.01(b) and (c) must be satisfied.

Incremental Facility. (a) At Increased Facilities Company may at any time during after the Revolving Commitment PeriodEffective Date, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable by written notice to the Administrative Agent, elect to request the Issuing Lender, the Swingline Lender and the Borrower establishment of one or more tranches of incremental revolving loan commitments or an increase in an existing tranche of Revolving Loan Commitments (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increaseeach, an “IncreaseIncremental Revolving Loan Commitment”; provided that there shall be no more than three tranches of Incremental Revolving Loan Commitments at any time in effect) and/or one or more tranches of incremental term loans or an increase in an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment” and together with the Incremental Revolving Loan Commitments, the “Incremental Commitments”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion aggregate principal amount of the Increase ratably in accordance with its Revolving Percentage of each requested Increase Incremental Commitments shall (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected i) not to participate in any applicable requested Increase in accordance with their Revolving Percentageexceed $250,000,000 (the “Maximum Incremental Amount”) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do (ii) not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an aggregate principal amount of at least less than $5,000,000 2,500,000 per request (or, if less, the Available Revolving Increase Amount is less than $5,000,000entire remaining amount permitted to be drawn under clause (i) above) (or such lesser amount which may be approved by the Administrative Agent), such remaining Available Revolving Increase Amount) and shall be in integral multiples of $1,000,000 in excess thereofof that amount. AdditionallyEach such notice shall specify (i) the date (each, for an “Increased Amount Date”) on which Company proposes that the avoidance Incremental Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent, (ii) the identity of doubteach Lender, it other Person that is understood an Eligible Assignee or any other Person agreed to by Company and agreed the Administrative Agent (each, an “Incremental Revolving Lender” or “Incremental Term Lender”, as applicable, and collectively “Incremental Lenders”) to whom Company proposes any portion of such Incremental Commitments be allocated (including in the case of Incremental Revolving Loan Commitments, any letter of credit and/or swing line loan sub- limits to be applicable thereto other than in the case of an increase in the existing Revolving Loan Commitments; provided that in no event shall swing line loan sub-limit may be increased without the aggregate amount consent of Swing Line Lender) and the amounts of such allocations; provided further that any Lender approached to provide all or a portion of the Increases Incremental Commitments may elect to agree or to decline, in its sole discretion, to provide an Incremental Commitment; provided further that no initial Incremental Lender shall be a Loan Party or an Affiliate of a Loan Party; and (iii) the proposed use of the proceeds of such Incremental Loans (which shall be consistent with Section 2.5(a)). Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that on and as of such date (A) no Event of Default shall exist immediately after giving effect to such Incremental Commitments; (B) immediately after giving effect to the Revolving incurrence of such Incremental Commitments exceed and the Available Revolving Increase Amount during the term use of proceeds thereof, each of the Agreement. Each request for representations and warranties contained in this Agreement and in the other Loan Documents shall, in each case, be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an Increase delivered by earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to materiality, such representation and warranty shall be true and correct in all respects) and provided further, that, notwithstanding the Borrower foregoing clauses (A) and (B), in the case of Incremental Commitments incurred to finance a Limited Condition Investment, at Company’s election, (1) the signing of the definitive agreement governing such Limited Condition Investment shall be subject to, as of the date of such signing, (x) no Event of Default then existing immediately after giving effect to such signing or initial funding and (y) each of the representations and warranties contained in this Agreement and in the other Loan Documents, in each case, being true and correct in all material respects to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties being true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to materiality, such representation shall be true and correct in all respects) and (2) the initial funding of such Incremental Commitments shall be subject to (x) no Event of Default under any of Section 7.1 (but only with respect to payment of principal, interest, premium and recurring fees), Section 7.6 or Section 7.7 then existing immediately after giving effect to such signing or initial funding and (y) customary “SunGard” limitations (including that the absence of a Potential Event of Default or Event of Default (other than as set forth in the foregoing clause (2)(x)) is not a condition to such funding and that only “specified acquisition representations” and “specified representations” are required to be accurate as a condition to such funding); (C) the Incremental Commitments shall be effected pursuant to one or more joinder agreements in form and substance reasonably satisfactory to the Administrative Agent (each, a “Joinder Agreement”) executed and delivered by Company, each other Loan Party and each applicable Incremental Lender, and acknowledged by the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.7; (D) Company shall make any payments required pursuant to Section 2.3(b) and Section 2.7(b) in connection with the amount Incremental Commitments, as applicable; and proposed terms (E) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction, including any Collateral Documents as may be necessary or desirable in the reasonable judgment of the IncreaseAdministrative Agent to provide the Administrative Agent for the benefit of Secured Parties (including each Incremental Lender) a First Priority Lien in the Collateral.

Incremental Facility. (a) At any time during and from time to time, subject to the Revolving Commitment Periodterms and conditions set forth herein, the Borrower may may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request from time to time from add one or more existing Lenders additional tranches of term loans (the “Incremental Term Loans”) or from other Eligible Assignees reasonably acceptable one or more increases in the Revolving Commitments (the “Incremental Revolving Commitments”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the last day of the 77 most-recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Senior Secured Leverage Ratio of the Borrower, computed on a Pro Forma Basis as of the last day of the most-recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), shall be no greater than the Senior Secured Leverage Ratio of the Borrower on the Effective Date (after giving effect to the Administrative Agent, the Issuing Lender, the Swingline Lender Transactions) and (D) the Borrower (but subject shall have delivered a certificate of a Financial Officer to the conditions effect set forth in clause clauses (bA), (B) belowand (C) that above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above. Notwithstanding anything to contrary herein, the Total principal amount of any Incremental Term Loans or Incremental Revolving Commitments be increased by an amount shall not to exceed the Available Revolving Increase Incremental Amount (each at such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Periodtime. No Lender shall be obligated to increase its Each tranche of Incremental Term Loans and Incremental Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount that is not less than $5,000,00050,000,000 in case of Incremental Term Loans or $25,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for availability under the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Incremental Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseabove.

Incremental Facility. (a) At any time during Increased Term Loan Facility Company may by prior written notice to Administrative Agent elect to request the Revolving Commitment Periodestablishment of new term loan commitments (the “Incremental Term Loan Commitments”) for the purpose of funding Permitted Acquisitions, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender opening of new sand processing and the Borrower (but subject to the conditions set forth mining facilities and fees and expenses incurred in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”)connection therewith; provided that the Borrower may aggregate principal amount of the Incremental Term Loan Commitments shall not request an Increase exceed $50,000,000 or (i) $50,000,000 if the Incurrence Ratio as of such date, calculated on more a Pro Forma Basis as if such commitments were fully funded on such date, would be equal to or greater than three occasions during 3.00:1.00 or (ii) $100,000,000 if the Revolving Commitment PeriodIncurrence Ratio as of such date, calculated on a Pro Forma Basis as if such commitments were fully funded on such date, would be less than 3.00:1.00 and provided further that the aggregate principal amount of the Incremental Term Loan Commitments shall not be less than $500,000. No Lender Such notice shall specify (i) the date (the “Increased Amount Date”) on which Company proposes that the Incremental Term Loan Commitments shall be obligated effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to increase its Revolving Commitments in connection with a Administrative Agent, (ii) the proposed Increase. The use of the proceeds of the Incremental Term Loans and (iii) the identity of each Lender or other Person that is an Eligible Assignee and acceptable to Administrative Agent (where such assignment shall invite each be to any party other than a Lender, an Affiliate of a Lender or an Approved Fund of a Lender) (each, an “Incremental Lender”, and collectively “Incremental Lenders”) to whom Company proposes any portion of such Incremental Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Increase ratably Incremental Term Loan Commitments may elect to agree or to decline, in its sole discretion, to provide an Incremental Term Loan Commitment. The Incremental Term Loan Commitments shall become effective, as of the Increased Amount Date; provided that (A) no Potential Event of Default or Event of Default shall have occurred and be continuing on the Increased Amount Date or would result from the consummation of the term loans contemplated to be made pursuant to and in accordance with its Revolving Percentage the Incremental Term Loan Commitments (the “Incremental Term Loans”); (B) both before and after giving effect to the making of the Incremental Term Loans, each requested Increase (it being agreed that no Lender of the representations and warranties contained in this Agreement and in the other Loan Documents shall be obligated true and correct in all material respects on and as of the Increased Amount Date to provide the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an Increase earlier date, in which case such representations and that any Lender may elect to participate warranties shall have been true and correct in such Increase in an amount that is less than its Revolving Percentage all material respects on and as of such requested Increase earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (C) the Incremental Term Loan Commitments shall be effected pursuant to one or more than its Revolving Percentage joinder agreements in form and substance reasonably satisfactory to Administrative Agent (a “Joinder Agreement”) executed and delivered by Company, each other Loan Party, each Incremental Lender and Administrative Agent, and each of such requested Increase if other Lenders have elected not to participate which shall be recorded in any applicable requested Increase in accordance with their Revolving Percentage) the Register and shall be subject to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree requirements set forth in Section 2.7(b)(iv); (D) Company shall make any payments required pursuant to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Section 2.7(b)(iv) in connection with the proposed Increase. Any Increase Incremental Term Loan Commitments; and (E) Company shall deliver or cause to be delivered any lien searches, tax affidavits, legal opinions or other documents reasonably requested by Administrative Agent in an amount of at least $5,000,000 connection with any such transaction; and (or, if the Available Revolving Increase Amount is less F) no more than $5,000,00050,000,000 of Incremental Term Loans will be permitted unless Company has taken or caused to be taken, or has agreed to take, such remaining Available Revolving Increase Amount) actions that are reasonably requested by Administrative Agent to ensure that any Incremental Term Loans are secured by the Real Property Assets on the same basis as the existing Loans and integral multiples of $1,000,000 in excess thereof. Additionally, for to ensure that the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount security interest of the Increases to Collateral Agent, on behalf of Secured Parties, in the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered Real Property Assets are not adversely affected by the Borrower to the Administrative Agent shall set forth the amount and proposed terms making of the Increasesuch Incremental Term Loans.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may by written notice to the Administrative Agent elect to request from time prior to time from the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an amount not in excess of the Incremental Available Amount (determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Senior Net Leverage Ratio, for purposes of determining the Incremental Available Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02 shall be satisfied (provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02(b) shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At any time during The Borrower may by written notice to the Revolving Commitment PeriodAdministrative Agent elect to request, prior to the Latest Maturity Date, the Borrower may request from time to time from establishment of one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower commitments (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increaseeach, an “IncreaseIncremental Commitment”) to make additional Loans (each an “Incremental Loan”); provided that , by an aggregate amount for all Incremental Commitments not in excess of the Borrower may Incremental Available Amount (subject to Section 1.06, determined as of the date of effectiveness of such Incremental Commitments) and not request an Increase on more less than three occasions during the Revolving Commitment Period. No Lender $25,000,000 individually (or such lesser amount which shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then approved by the Administrative Agent may invite any prospective lender or that satisfies shall constitute the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an remaining amount of Incremental Commitments permitted to be incurred pursuant to this Section 2.18 at least $5,000,000 (orsuch time), if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 25,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreementamount. Each request for such notice shall specify (A) the date (each, an Increase “Increased Amount Date”) on which Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered by the Borrower to the Administrative Agent shall set forth and which may be contingent upon the amount closing of an acquisition or other transaction and proposed terms (B) the identity of each Lender or Additional Lender, (each, an “Incremental Lender”), to whom Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the Increase.Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date;

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may by written notice to the Administrative Agent elect to request from time prior to time from the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an amount not in excess of the Incremental Available Amount (determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Senior Net Leverage Ratio, for purposes of determining the Incremental Available Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02 shall be satisfied (provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02 shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At any time during Subject to the Revolving Commitment Periodterms and conditions set forth herein, the Borrower may request shall have the right, at any time and from time to time (but not to exceed four (4) increases in the aggregate) prior to the date that is ninety (90) days prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Aggregate Revolving Committed Amount (each an “Incremental Facility”) by an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be guaranteed with the other Credit Party Obligations on a pari passu basis, (b) any such Incremental Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (c) any such Incremental Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (d) any such Incremental Facility shall be obtained from one or more existing Lenders or from other Eligible Assignees banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $10,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used for the purposes set forth in Section 3.12, (g) the Borrower shall execute a Revolving Note in favor of any new Lender, if requested by such Lender, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility on a pro forma basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. Participation in the Incremental Facility shall be offered first to each of the existing Lenders, but no Lender shall have any obligation to provide all or any portion of the Incremental Facility. If the amount of the Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative AgentAgent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Issuing Lender, the Swingline Lender Administrative Agent and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increasereasonably request. The Administrative Agent shall invite each Lender is authorized to provide a portion enter into, on behalf of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall Lenders, any amendment to this Credit Agreement or any other Credit Document as may be obligated necessary to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to incorporate the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseany new Incremental Facility therein.

Incremental Facility. Company may by written notice to Administrative Agent elect (aone time only) At any time during to request the Revolving Commitment Periodestablishment of new term loan commitments (the "NEW TERM LOAN COMMITMENTS"), by an amount not in excess of $65,000,000. Each such notice shall specify (A) the Borrower may request from time date (the "INCREASED AMOUNT DATE") on which Company proposes that the New Term Loan Commitments shall be effective, which shall be a date (i) not less than 10 Business Days after the date on which such notice is delivered to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable Administrative Agent and (ii) prior to the Administrative Agentsecond anniversary of the Closing Date, and (B) the Issuing Lenderidentity of each Lender or other Person that is an Eligible Assignee (each, the Swingline Lender a "NEW TERM LOAN LENDER") to whom Company proposes a portion of such New Term Loan Commitments be allocated and the Borrower amounts of such allocations; CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of the Increased Amount Date; provided that (but subject 1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Term Loan Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in clause Section 3.2 shall be satisfied; (b3) belowthe proceeds of the New Term Loans shall immediately be used within one (1) that Business Day after the Total Revolving Increased Amount Date, together with (to the extent after giving pro forma effect to such Cash payment as of the last day of the most recently ended month, Availability is at least $40,000,000) other Cash of the Company or the PHCMI Group Members, solely to, repay the then outstanding Omega Loan and related interest, fees and expenses in full and the Company shall comply with its obligations in the respect of the PHCMI Group Members pursuant to Section 5.10; (4) Company and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments and the use of proceeds thereof; (5) the New Term Loan Commitments shall be increased effected pursuant to one or more Joinder Agreements executed and delivered by an amount not Company, Administrative Agent, and each New Term Loan Lender and each of which shall be recorded in the Register and shall be subject to exceed the Available Revolving Increase Amount (each such increase, an “Increase”requirements set forth in Section 2.20(c); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender and (6) Company shall deliver or cause to be obligated to increase its Revolving Commitments delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On the Increased Amount Date on which the New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a proposed IncreaseLoan to Company (a "NEW TERM LOAN") in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Administrative Agent shall invite each Lender to provide a portion notify Lenders promptly upon receipt of Company's notice of the Increase ratably Increased Amount Date and in accordance with its Revolving Percentage respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of each requested Increase the New Term Loans and New Term Loan Commitments shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans. In any event (it being agreed that no Lender i) the weighted average life to maturity of the New Term Loans shall be obligated no shorter than the weighted average life to provide an Increase maturity of the Tranche B Terms Loans, (ii) the applicable New Term Loan Maturity Date shall be no shorter than the final maturity of the Tranche B Term Loans, (iii) the rate of interest applicable to the New Term Loans shall be determined by Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, in the event that: (i) the interest rate margin applicable to the New Term Loans is greater than that any Lender may elect applicable to participate the Tranche B Term Loans by more than 0.25% per annum, then (x) the interest rate margins applicable to the Tranche B Term Loans set out in such Increase in Section 2.8(a)(iii) shall be increased to an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and equal to the extentinterest CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW rate margin on the New Term Loans less 0.25% per annum, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 and (or, y) if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of any original issue discount and any upfront or similar fees (excluding arrangement fees) paid to new Lenders on the Increases New Term Loans is greater than that on the Tranche B Term Loans, the Company shall pay such fees and/or original issue discount to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered existing Lenders having Term Loan Exposure, as determined by the Borrower to the Administrative Agent shall set forth in order to ratably increase the amount aggregate original issue discount and proposed terms such upfront fees on the Tranche B Term Loans to that of the IncreaseNew Term Loans; or (ii) the interest rate margin applicable to the New Term Loans is no greater than that applicable to the Tranche B Term Loans then, if the aggregate amount of any original issue discount and any upfront or similar fees (excluding arrangement fees) paid to new Lenders on the New Term Loans is ratably greater than that on the Tranche B Term Loans by more than 0.25%, the Company shall pay such fees and/or original issue discount to the existing Lenders having Term Loan Exposure, as determined by the Administrative Agent in order to ratably increase the aggregate original issue discount and such upfront fees on the Tranche B Term Loans to that of the New Term Loans less 0.25% per annum; or (iii) the interest rate margin applicable to the New Term Loans is greater than that applicable to the Tranche B Term Loans by less than 0.25% per annum, then (x) the interest rate margins applicable to the Tranche B Term Loans set out in Section 2.8(a)(iii) shall not be increased, and (y) the aggregate amount of any original issue discount and any upfront or similar fees (excluding arrangement fees) paid to new Lenders on the New Term Loans shall ratably be no greater than the aggregate original issue discount and such upfront fees on the Tranche B Term Loans.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may request from time by written notice to time from the Administrative Agent elect to request, prior to the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an aggregate amount for all New Commitments not in excess of the Incremental Available Amount (subject to Section 1.07, determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Senior Net Leverage Ratio, for purposes of determining the Incremental Available Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate) and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all suchremaining amount of New Commitments obtained prior topermitted to be incurred pursuant to this Section 2.18 at such datetime), and integral multiples of $25,000,000 in excess of that amount. Each Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.07 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02(a) and (b) (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of Section 4.02(b), before and after giving effect to such New Commitment) shall be satisfied (provided that, in the case of any New Commitments if the proceeds of whichthe Loans under such New Commitments are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02 shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such New Commitments (it being understood that the requirements of Section 4.02(b) shall otherwise be complied with in accordance with Section 1.07) and (y) the requirements of Section 4.02(a) shall be subject to, if agreed to by the lenders providing such New Commitments, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as are material to the interests of the lenders providing such New Commitments, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At On one or more occasions at any time during after the Revolving Commitment PeriodEffective Date, the Borrower may by written notice to the Administrative Agent elect to request from time to time from the establishment of one or more existing new term loan commitments (the “New Term Loan Commitments”), by up to an aggregate amount not to exceed $250,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such New Term Loan Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or from other Persons that are Eligible Assignees willing to hold the requested New Term Loan Commitments; provided that (x) any New Term Loan Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment; provided if any Lender so approached fails to respond, such Lender shall be deemed to have declined to provide such New Term Loan Commitments, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom any portion of such New Term Loan Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), unless such New Term Loan Lender is an existing Lender. The terms and provisions of any New Term Loan Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Loans, unless the Borrower and the New Term Loan Lenders in respect of such New Term Loans elect lesser payments and (c) other than pricing or maturity date, shall have the same terms as the then outstanding tranches of existing Loans; provided that applicable interest rate margins, arrangement fees, upfront or other fees, original issue discount and amortization (subject to the remaining terms of this proviso) with respect to any New Term Loan Commitments shall be determined by the Borrower and the applicable New Term Loan Lenders; provided, further, that New Term Loan Commitments may contain (x) additional or more restrictive covenants that are applicable only to periods after the latest Maturity Date of any Loans outstanding immediately prior to giving effect to such New Term Loan Commitments and (y) other terms that are reasonably acceptable to the Administrative Agent. The effectiveness of any New Term Loan Commitments and the availability of any borrowings under any such New Term Loan Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such New Term Loan Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Issuing Borrower would have been in compliance with the Financial Covenants that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on the effective date of such New Term Loan Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such New Term Loan Commitments and (B) if applicable, all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the Guaranty by such Guarantor of such New Term Loan Commitments; and (ii) if requested by the Administrative Agent, a customary opinion of counsel to the Borrower and the Guarantors (which may be in substantially the same form as delivered on the Effective Date and, if applicable, may be delivered by internal counsel of the Borrower), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Swingline Borrower, payable to any new Lender, and replacement notes executed by the Borrower, payable to any existing Lenders; provided, that, such Lender and shall promptly return any existing Notes held by such Lender to the Borrower (but or, if lost, destroyed or mutilated, if requested by the Borrower, a lost note affidavit in customary form and including a customary indemnity). On any Increased Amount Date on which any New Term Loan Commitments are effected, subject to the conditions set forth satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in clause (b) below) that the Total Revolving Commitments be increased by an amount not equal to exceed the Available Revolving Increase Amount its New Term Loan Commitment, and (ii) each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No New Term Loan Lender shall be obligated become a Lender hereunder with respect to increase its Revolving Commitments in connection with a proposed Increasethe New Term Loan Commitment and the New Term Loans made pursuant thereto. The Administrative Agent shall invite each Lender to provide a portion notify the Lenders promptly upon receipt of the Increase ratably in accordance with its Revolving Percentage Borrower’s notice of each requested Increase (it being agreed that no Lender Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the New Term Loan Lenders shall be obligated determined by the Borrower and the applicable New Term Loan Lenders. The New Term Loan Commitments shall be effected pursuant to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase one or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) Additional Credit Extension Amendments executed and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to or New Term Loan Lenders and the Administrative Agent Agent, and each of which shall set forth be recorded in the amount Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and proposed terms the other Loan Documents as may be necessary or appropriate, in the opinion of the IncreaseAdministrative Agent, to effect the provisions of this Section 2.04.

Incremental Facility. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time, to incur additional Indebtedness under this Credit Agreement in the form of one or more additional term loan facilities (each an “Incremental Facility”) by an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) At the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) the interest rate margin applicable to such Incremental Facility shall be the Applicable Percentage for the Tranche B Term Loan (c) the weighted average life and final maturity applicable to any such Incremental Facility shall be determined at the time during such Incremental Facility is made available (provided that (i) such Incremental Facility shall mature no earlier than the Revolving Commitment PeriodTranche B Term Loan Maturity Date and (ii) no greater than 5% of the Incremental Facility shall amortize prior to the date that is one year before the Tranche B Term Loan Maturity Date), (d) any such Incremental Facility shall be entitled to the Borrower may request same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (e) any such Incremental Facility shall be obtained from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agentbanks, the Issuing Lenderfinancial institutions or investment funds, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably case in accordance with its Revolving Percentage of each requested Increase the terms set forth below, (it being agreed that no Lender shall be obligated to provide an Increase and that f) any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase Incremental Facility shall be in an a minimum principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) 25,000,000 and integral multiples of $1,000,000 in excess thereof, (g) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. AdditionallyParticipation in any such Incremental Facility hereunder shall be offered first to each of the existing Lenders, for but each such Lender shall have no obligation to provide all or any portion of such Incremental Facility. If the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered Incremental Facility requested by the Borrower Table of Contents shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall set forth enter into such joinder agreements to give effect thereto as the amount Administrative Agent and proposed the Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of the Increaseany new Incremental Facility therein.

Incremental Facility. (a) At The Borrower and any time during the Revolving Commitment Period, the Borrower one or more Banks (including any New Bank (as defined below)) may request from time to time from one before the Maturity Date agree that such Banks shall make, obtain or more increase the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date, (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Lenders Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or from other Eligible Assignees similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject each increase effected pursuant to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase this paragraph shall be in an a minimum amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 10,000,000. No Bank shall have any obligation to participate in excess thereof. Additionally, for the avoidance of doubt, any increase described in this paragraph unless it is understood and agreed that agrees to do so in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseits sole discretion.

Incremental Facility. (a) At The Borrower may, at any time during prior to the Revolving Commitment PeriodTermination Date, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable by notice to the Administrative Agent, request the Issuing Lenderaddition of a new facility or an increase in any or all of the Term B Commitments (each of such commitment increases and any new facility being a “Commitment Increase”) equal to up to $200,000,000 in the aggregate for all Commitment Increases, each of which to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (for each such Commitment Increase, the Swingline Lender and “Increase Date”) as specified in the Borrower (but subject related notice to the conditions set forth in clause Administrative Agent; provided, however, that (bi) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of all Commitment Increases exceed $200,000,000; (ii) on the Increases Increase Date, the applicable conditions set forth in Section 4.02 and in clause (d) of this Section 2.17 shall be satisfied; (iii) on the Increase Date the Parent is in pro forma compliance with all financial covenants set forth in Section 6.04; (iv) on the Increase Date no Default or Event of Default shall have occurred and be continuing; (v) any increase in the amount of the Term B Facility or any new facility shall have a maturity date no earlier than the Maturity Date (but may have nominal amortization prior to the Revolving Commitments exceed Maturity Date so long as the Available Revolving Increase Amount during Weighted Average Life to Maturity of such increase or new facility is no shorter than the term weighted average life to maturity of the Agreement. Each request then-remaining Advances under the Term B Facility); (vi) to the extent of the addition of a new facility, such new facility shall bear interest at a rate no greater than 0.50% per annum above the rate in respect of the Term B Facility then in effect (and the rate in respect of the Term B Facility shall be increased (without any further action required to be taken by any party) to the extent necessary to comply with the foregoing); provided that this clause (vi) shall not apply to any new facility for an Increase delivered which RTFC is initially the sole lender; (vii) except as set forth in clause (v) above, any increase in the amount of the Term B Facility shall be on terms identical to the existing Term B Facility; (viii) except as set forth in clauses (v) and (vi), to the extent of the addition of a new facility, such facility shall have terms and conditions, taken as a whole, substantially the same as (and in no event shall such terms and conditions, taken as a whole, be more favorable in any material respect to the lenders thereunder than) those, taken as a whole, applicable to the Term B Facility (in each case, including with respect to sharing of mandatory and voluntary prepayments) and shall be on other terms and conditions that are reasonably satisfactory to the Administrative Agent; (ix) the Term B Lenders shall initially have the right, but not the obligation, to commit to up to their Pro Rata Share (or, if consented to by the Borrower to and the Administrative Agent shall set forth to cover declines by other Term B Lenders, more than their Pro Rata Share) of a Commitment Increase ratably based on the amount and proposed terms applicable Term B Commitments of the IncreaseTerm B Lenders; and (x) notwithstanding any other provision of any Loan Document (including, without limitation, Section 10.01), the Loan Documents may be amended by the Administrative Agent and the Borrower, if necessary, to provide for terms applicable to each Commitment Increase consistent with the terms hereof.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may request from time to time from by written notice to the Administrative Agent elect to request prior to the Maturity Date, one or more existing Lenders or from other Eligible Assignees reasonably acceptable increases to the Administrative Agentexisting Revolving Commitments (any such increase, the Issuing Lender“New Commitments”), the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed in excess of the Incremental Available Revolving Increase Amount (each determined as of the date of effectiveness of such increaseNew Commitments, an “Increase”); provided that subject to Section 1.06) in the Borrower may aggregate and not request an Increase on more less than three occasions during the Revolving Commitment Period. No Lender $10,000,000 individually (or such lesser amount which shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then approved by the Administrative Agent may invite any prospective lender or such lesser amount that satisfies shall constitute the criteria of being an “Eligible Assignee” difference between the Incremental Available Amount on such date and all such New Commitments obtained prior to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (orsuch date), if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreementamount. Each request for such notice shall specify (A) the date (each, an Increase delivered by “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an Eligible Assignee, subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02 shall be satisfied (subject to Section 1.06 and, in the amount case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Transaction substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and proposed terms the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the Increaseeffectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02(b) shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Transaction is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) the Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent, the New Lenders or the Issuing Banks in connection with any such transaction.

Incremental Facility. (a) At any time during after the Revolving Commitment PeriodRestatement Effective Date, the Parent Borrower may may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request at any time or from time to time from one that Lenders increase their Commitments, whether as a Revolving Commitment or more existing Lenders or from other Eligible Assignees reasonably acceptable Term Commitment; provided, that, (i) the aggregate amount of each such increase pursuant to this Section 2.22 (each a “Commitment Increase”) shall not be less than $50,000,000 and the Administrative Agentamount of all such Commitment Increases pursuant to this Section 2.22 shall not exceed $300,000,000, (ii) each such request of the Issuing Parent Borrower shall be deemed to be an offer to each Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth iii) each Lender, in clause its sole discretion, may either (bA) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated agree to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide Commitment by all or a portion of the Increase ratably in accordance with offered amount or provide (or increase, as the case may be) a Term Commitment, as applicable, or (B) decline to increase its Revolving Percentage Commitment, or decline to provide, or increase (as the case may be) a Term Commitment, as applicable, (iv) each such Commitment Increase will be documented as provided below, (v) as of each requested the date of any such Commitment Increase and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (it being agreed that vi) no Lender shall be obligated required to increase its Revolving Commitment or provide an (or increase, as the case may be) a Term Commitment, as the case may be, for such Commitment Increase, (vii) except as otherwise specifically set forth below, the terms of such Commitment Increase and the Loans pursuant thereto shall be the same as for all other Revolving Loans and Revolving Commitments, including in the event that the fees, interest rate and other compensation offered or paid in respect of any Lender may elect to participate Commitment Increase (other than the initial fee payable in such respect of the Revolving Commitment Increase in an amount that is less of any Revolving Lender) are higher than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) the amounts paid and payable to the extentthen existing Revolving Lenders in respect of their existing Commitments and Loans pursuant thereto, 5 Business Days after receipt the fees, interest rate and other compensation payable to the existing Revolving Lenders in respect of invitation, sufficient Lenders do not agree their existing Commitments and Loans pursuant thereto shall be increased to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender same as those paid in connection with the proposed Revolving Commitment Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, except for the avoidance of doubt, it is understood and agreed that initial fee payable in no event shall the aggregate amount respect of the Increases Revolving Commitment Increase of a Revolving Lender, (ix) the Parent Borrower shall not make more than a total of five requests for any Commitment Increase, (x) after giving effect to any Commitment Increase, the total Commitments shall not exceed $2,650,000,000, and (xi) to the Revolving Commitments exceed extent that such Commitment Increase is not then permitted under the Available Revolving Increase Amount during the term Existing Term Loan Agreement or any other agreement governing any Indebtedness of the Agreement. Each request for an Loan Parties or such Commitment Increase delivered by the Borrower would give rise to the Administrative Agent shall set forth the amount and proposed terms obligation to xxxxx x Xxxx on any assets of the IncreaseLoan Parties, Parent Borrower shall have obtained the required consents or waivers so as to permit such Commitment Increase and to not require the grant of any such Lien.

Incremental Facility. (a) At any time during prior to the Revolving Commitment PeriodTranche B Maturity Date, the Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of Term Loans (all such Loans, collectively, the “Incremental Loans”) provided, however, that the addition of a tranche of Incremental Loans under this Agreement and the other Loan Documents shall be subject to the conditions that, both at the time of any such request and upon effectiveness of the Incremental Facility Amendment referred to below, (i) no Default shall exist, (ii) the Borrower shall be in pro forma compliance with the Financial Covenants, to the extent then applicable, and (iii) the Senior Bank Debt Basket Amount shall equal or exceed the sum of the Revolving Commitments, the unused Tranche A Commitments, the outstanding Term Loans and the amount of such tranche of Incremental Loans. The Incremental Loans (i) shall be in an aggregate principal amount of at least $100,000,000 and not in excess of $600,000,000, (ii) shall rank pari passu 35 in right of payment and of security (including under the Security Documents) with the Revolving Loans and the Term Loans, (iii) shall mature no sooner than six months after the Tranche B Maturity Date and shall have a longer average weighted life than the combined weighted average life of the Revolving Loans (assuming the Revolving Commitments were fully drawn) and the Term Loans, and (iv) shall otherwise be treated no more favorably than the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that the terms and conditions applicable to the Incremental Loans may request from time to time from provide for additional or different financial or other covenants applicable only during periods after the Tranche B Maturity Date. Such notice shall set forth the requested amount of Incremental Loans (which amount shall not exceed $600,000,000). The Borrower shall arrange for one or more existing Lenders vendors of telecommunications equipment or from banks or other Eligible Assignees reasonably acceptable financial institutions (any such ban k, other financial institution or vendor that is not already a Lender, being called an “Additional Lender”) to extend commitments to provide Incremental Loans in an aggregate amount equal to the requested amount of Incremental Loans, provided that each Additional Lender that is not a vendor of telecommunication equipment or an existing Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). The proceeds of the Incremental Loans will be used to finance the purchase, acquisition or construction of Telecommunications Assets, including real estate, to be owned and utilized by the Borrower and the Restricted Subsidiaries. Commitments in respect of Incremental Loans shall become Commitments 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 agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Agent. 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 or appropriate, in the opinion of the Agent, to effect the Issuing Lender, the Swingline Lender and the Borrower (but provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment PeriodSection 4.02. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (any Incremental Loans unless it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increaseso agrees.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may by written notice to the Administrative Agent elect to request from time prior to time from the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an amount not in excess of the Incremental Available Amount (determined as of the date of effectiveness of such New Commitments; provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, the Senior Net Leverage Ratio, for purposes of determining the Incremental Available Amount, shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed) in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02 shall be satisfied (provided that, in the case of any New Commitments the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the effectiveness of such New Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Commitments shall be the Specified Representations, and (y) the condition set forth in Section 4.02 shall be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed (provided that, on the date such New Commitments are effective, no Specified Event of Default shall exist or result therefrom)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from From time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to after the Administrative AgentClosing Date, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion term of the Increase ratably in accordance with its Revolving Percentage Loans, Borrower may by written notice to the Administrative Agent, elect prior to the Maturity Date, the establishment of each requested Increase one or more new term loan commitments (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in the “Incremental Commitments”), by (1) an amount that is not in excess of $25,000,000 in the aggregate and (2) and not less than its Revolving Percentage of $1,000,000 individually (or such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentagelesser amount which shall either (x) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then be approved by the Administrative Agent may invite any prospective lender that satisfies (which approval shall not be unreasonably delayed, withheld or conditioned) or (y) constitute the criteria of being an “Eligible Assignee” difference between $25,000,000 and all such Incremental Commitments obtained prior to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (orsuch date), if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereofof that amount (or such lesser amount which shall either (x) be approved by the Administrative Agent (which approval shall not be unreasonably delayed, withheld or [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Additionally, for CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. conditioned) or (y) constitute the avoidance of doubt, it is understood difference between $25,000,000 and agreed that in no event shall the aggregate amount of the Increases all such Incremental Commitments obtained prior to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreementsuch date). Each request for such notice shall specify (A) the date (each, an Increase “Increased Amount Date”) on which Borrower determines that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered by the Borrower to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the Administrative Agent) and (B) the identity of each Lender or other Person (each of which must be an Eligible Incremental Lender) (each, an “Incremental Lender”) to whom Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that each existing Lender shall first be afforded, by written notice to the Administrative Agent (which notice shall be promptly forwarded by the Administrative Agent to the applicable existing Lenders and the Administrative Agent agrees to promptly forward such notice to the Lenders prior to the Increased Amount Date, but any failure to deliver such notice shall not prevent the above-mentioned ten (10) Business Day period from running after the Administrative Agent has received such notice) , the opportunity to provide its Loan Commitment Percentage of any Incremental Commitments, as applicable; provided, further, that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Lender may elect to provide all or a portion of its Loan Commitment Percentage of any Incremental Commitments, as applicable, by providing written notice (each, an “Acceptance Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. Local Time ten (10) days after the date of the Administrative Agent’s receipt of notice from the Borrower. Each Acceptance Notice from a given Lender shall specify the principal amount of the Incremental Commitment to be provided by such Lender. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame specified above or such Acceptance Notice fails to specify the principal amount of the Incremental Commitments to be provided, any such failure will be deemed a rejection of the opportunity to provide any portion of the Incremental Commitment, and the Borrower may have other Persons provide the remaining uncommitted portion of the Incremental Commitments. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that after giving effect to the making of any Incremental Loans and the use of proceeds thereof, (I) no Default or Event of Default shall have occurred and be continuing under any of the Loan Documents; (II) each of the representations and warranties set forth in Article III shall remain true and correct in all material respects (without duplication of any materiality qualifiers contained therein); and (III) the amount Consolidated Leverage Ratio, calculated on a pro forma basis for the last twelve month period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.04 (a) or (b) and proposed after giving effect to any Permitted Acquisitions or Investments permitted under the Loan Documents or prepayments of the Loans, shall be no greater than 0.74:1.00. The Incremental Commitments, as applicable, shall be effected pursuant to one or more amendments (each, an “Incremental Loan Amendment”) executed and delivered by Borrower, the Incremental Lender and the Administrative Agent and each of which shall be recorded in the Register (provided that the Administrative Agent agrees to execute and deliver any Incremental Loan Amendment satisfying the requirements of this Section 2.22 and otherwise in compliance with the terms of the Increasethis Agreement).

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may request from time by written notice to time from the Administrative Agent elect to request, prior to the Maturity Date, one or more increases to the existing Revolving Commitments (any such increase, the “New Commitments”), by an aggregate amount for all New Commitments not in excess of the Incremental Available Amount (subject to Section 1.07, determined as of the date of effectiveness of such New Commitments) and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or that shall constitute the remaining amount of New Commitments permitted to be incurred pursuant to this Section 2.18 at such time), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or from other Eligible Assignees Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.07 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date, each of the conditions set forth in Section 4.02(a) and (b) (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of Section 4.02(b), before and after giving effect to such New Commitment) shall be satisfied (provided that if the proceeds of the Loans under such New Commitments are to be used to consummate a Limited Conditionality Acquisition, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such New Commitments (it being understood that the requirements of Section 4.02(b) shall otherwise be complied with in accordance with Section 1.07) and (y) the requirements of Section 4.02(a) shall be subject to, if agreed to by the lenders providing such New Commitments, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 acquisition agreement as are material to the interests of the lenders providing such New Commitments, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable to requested by the Administrative Agent, the New Lenders or the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments Banks in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasetransaction.

Incremental Facility. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time after completion of the syndication of the Commitments (as determined by WCM) until the date that is the second anniversary of the Closing Date, on a one-time basis, to incur additional Indebtedness under this Agreement in the form of an addition to the Term Loan (the “Incremental Facility”) by an aggregate amount of up to $25,000,000. The following terms and conditions shall apply to the Incremental Facility: (a) At any the loans made under the Incremental Facility shall constitute Obligations and Credit Party Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) the weighted average life and final maturity applicable to such Incremental Facility shall be determined at the time during such Incremental Facility is made available; provided that (i) such Incremental Facility shall mature no earlier than the Revolving Commitment PeriodTerm Loan Maturity Date and (ii) the weighted average life to maturity of the Incremental Facility shall be longer than or substantially similar to the weighted average life to maturity of the Term Loan, (c) the Borrower may request interest rate margin applicable to such Incremental Facility shall be the same as the Applicable Percentage for the Term Loan, (d) such Incremental Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (e) such Incremental Facility shall be obtained from time to time from one or more existing Lenders or from other Eligible Assignees banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (f) the proceeds of such Incremental Facility will be used for purposes consistent with Section 3.11 hereof, (g) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (h) the Administrative Agent and the Lenders shall have received from the Borrower updated financial projections and an Officers’ Certificate, in each case in form and substance satisfactory to Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility, no Default or Event of Default shall have occurred and be continuing and that the Borrower will be in pro forma compliance with the financial covenants set forth in Section 5.9 and (i) the Administrative Agent shall have received such other documentation as it may reasonably request, including without limitation, an opinion of counsel to the Borrower and organizational documents and resolutions from the Credit Parties, all in form and substance satisfactory to the Administrative Agent. Participation in the Incremental Facility hereunder shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of such Incremental Facility. If, upon the date that is fifteen Business Days after the existing Lenders are invited by the Administrative Agent to participate in such Incremental Facility, the amount of the Incremental Facility shall exceed the commitments that the existing Lenders are willing to provide with respect to the Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative AgentAgent to join this Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Issuing Lender, the Swingline Lender Administrative Agent and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increasereasonably request. The Administrative Agent shall invite each Lender is authorized to provide a portion enter into, on behalf of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall Lenders, any amendment to this Agreement or any other Credit Document as may be obligated necessary to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to incorporate the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increasenew Incremental Facility therein, solely to the extent such terms are consistent with the terms as set forth in this Section 2.5.

Incremental Facility. (a) At any time during the Revolving Commitment PeriodThe Borrower may, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable by written notice to the Administrative Agent, elect to request, prior to the Issuing LenderMaturity Date, one or more increases to the existing Revolving Commitments (any such increase, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased “New Commitments”), by an amount not to exceed in excess of $250,000,000 in the Available Revolving Increase Amount aggregate (each determined as of the date of effectiveness of such increase, an “Increase”); provided that the Borrower may New Commitments) and not request an Increase on more less than three occasions during the Revolving Commitment Period. No Lender $25,000,000 individually (or such lesser amount which shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then approved by the Administrative Agent may invite any prospective lender or such lesser amount that satisfies shall constitute the criteria of being an “Eligible Assignee” difference between $250,000,000 and all such New Commitments obtained prior to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (orsuch date), if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 25,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreementamount. Each request for such notice shall specify (A) the date (each, an Increase delivered by “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent shall set forth and which may be contingent upon the amount closing of an acquisition or other transaction and proposed terms (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the Increase.New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such

Incremental Facility. (a) 48. At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite shall use its best efforts to arrange for any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite shall use its best efforts to arrange for any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. Subject to pro forma compliance (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable after giving effect to the Administrative AgentNew Term Loans) with a Leverage Ratio which is .25x more restrictive than the then-applicable Leverage Ratio under Section 6.8(c) at such date of determination, the Issuing Lender, the Swingline Lender Company may by written notice to Syndication Agent and the Borrower Administrative Agent elect to request the establishment of new term loan commitments (but subject the “New Term Loan Commitments”), by an amount not in excess of $25,000,000 in the aggregate. The notice shall specify (A) the date (the “Increased Amount Date”) on which Company proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agent and Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (“New Term Loan Lender”) to whom Company proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of the Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Term Loan Commitments; (2) both before and after giving effect to the making of the New Term Loans, each of the conditions set forth in clause Section 3.3 shall be satisfied; (b3) belowHoldings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments; (4) that the Total Revolving New Term Loan Commitments shall be increased effected pursuant to one or more Joinder Agreements executed and delivered by an amount not to exceed Company, 45 the Available Revolving Increase Amount (New Term Loan Lender and Administrative Agent, and each such increase, an “Increase”); provided that of which shall be recorded in the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Register and each New Term Loan Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and subject to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree requirements set forth in Section 2.20(c); (5) Company shall make any payments required pursuant to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Section 2.18(c) in connection with the proposed IncreaseNew Term Loan Commitments; and (6) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with such transaction similar to those delivered as of the date hereof. Any Increase On the Increased Amount Date on which the New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall be make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount Company’s notice of the Increases Increased Amount Date and in respect thereof the New Term Loan Lenders, subject to the Revolving Commitments exceed the Available Revolving Increase Amount during the term assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche C Term Loans. In any event (i) the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Tranche C Terms Loans, (ii) the New Term Loan Maturity Date shall be no later than the final maturity of the Tranche C Term Loans and (iii) the rate of interest applicable to the New Term Loans shall be determined by Company and the applicable New Term Loan Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the interest rate applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to Tranche C Term Loans plus 0.50% per annum unless the interest rate with respect to the Tranche C Term Loan is increased so as to equal the interest rate applicable to the New Term Loans. Each request for an Increase delivered by Joinder Agreement may, without the Borrower consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent shall set forth and Company to effect the amount and proposed terms provision of the Increasethis Section 2.24.

Incremental Facility. (a) At The Borrower and any time during the Revolving Commitment Period, the Borrower one or more other Persons that are Lenders or will become New Lenders may request from time to time from one or more existing agree that such Lenders or from New Lenders shall extend term commitments and make term loans thereunder by executing and delivering to the Administrative Agent an Incremental Facility Activation Notice specifying (i) the aggregate principal amount of the Incremental Term Loans to be made thereunder, (ii) the applicable Incremental Facility Closing Date and (iii) (x) the applicable Incremental Maturity Date, (y) the amortization schedule for such Incremental Loans and (z) the Applicable Margin for such Incremental Loans; provided that (A) no Default or Event of Default shall exist immediately before or after giving effect to the making of such Incremental Loans, (B) on a pro forma basis after giving effect to the incurrence of such Incremental Loans (after giving effect to other Eligible Assignees permitted pro forma adjustment events and any permanent repayment of Debt after the beginning of the relevant determination period but prior to or simultaneous with such Borrowing), (1) the Borrower shall be in compliance with the financial covenant set forth in Section 6.15 and (2) the Total Leverage Ratio shall be 2.50 to 1.00 or less, in each case recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements shall have been (or shall have been required to be) delivered pursuant to Section 5.06, (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by materiality, such representation shall be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Loans on and as of the date that such Incremental Term Loans are made, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (D) the maturity date and weighted average life to maturity of such Incremental Loans shall be no earlier than the maturity date and the remaining weighted average life to maturity, respectively, of the Tranche B Loans, (E) the interest rates, amortization schedule and prepayment premiums, if any, applicable to any Incremental Facility shall be determined by the Borrower and the Lenders thereunder, provided that if the total yield (as reasonably acceptable calculated by the Administrative Agent for both such Incremental Loans and the Tranche B Loans, including the upfront fees, any interest rate floors and any OID (as defined below), but not any arrangement, structuring, commitment or other fees payable in connection therewith that are not shared with all Lenders providing such Loans) in respect of such Incremental Loans exceeds by more than 0.50% the total yield for the existing Tranche B Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the Tranche B Loans and prepayment premiums, if any, shall be increased so that the total yield in respect of such Incremental Loans is no more than 0.50% higher than the total yield for the existing Tranche B Loans, provided further that if the total yield for the existing Tranche B Loans is increased pursuant to the immediately foregoing proviso as the result of any interest rate floor applicable to any Incremental Facility, such increase shall be effected solely through the implementation or, if applicable, increase, of an interest rate floor applicable to the existing Tranche B Loans, (F) for purposes of mandatory prepayments, such Incremental Loans shall be treated substantially the same as (or, to the extent set forth in the relevant Incremental Facility Activation Notice, less favorably than) the Tranche B Loans and (G) any Incremental Facility shall be on terms and conditions to be determined by the Borrower and the applicable Incremental Lenders, provided that, to the extent such terms and conditions are not consistent with the Tranche B Term Loan Facility (except to the extent permitted above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent (it being understood and agreed, however, that the terms and conditions applicable to any Incremental Facility may provide for additional or different covenants or other provisions that are agreed between the Borrower and the Lenders under such Incremental Facility and applicable only during periods after the then latest Maturity Date that is in effect on the date such Incremental Facility is issued, incurred or obtained or the date on which all then existing Loans are paid in full). Notwithstanding the foregoing, (i) without the consent of the Majority Lenders, the aggregate principal amount of Incremental Loans shall not exceed $50,000,000 and (ii) without the consent of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject x) each increase effected pursuant to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase this paragraph shall be in an a minimum amount of at least $5,000,000 10,000,000 and (or, if the Available Revolving Increase Amount is less y) no more than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered three Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to the Administrative Agent shall set forth the amount and proposed terms of the Increaseparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facility. The Company shall have the right, from time to time, to request additional term loans (each such loan an “Incremental Loan”) pursuant to an incremental facility (the “Incremental Facility”), provided that at the time any tranche of Incremental Loans is issued pursuant to the Incremental Facility, (a) At any time during no Unmatured Event of Default or Event of Default shall have occurred and be continuing or result from the Revolving Commitment Periodissuance of such Incremental Loans, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender Company shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent a Compliance Certificate, completed on a pro forma basis, giving effect to the Incremental Loans, (c) the aggregate principal amount of all tranches under the Incremental Facility hereunder shall set forth not exceed $200,000,000, (d) each tranche must be a term loan which is governed by the amount and proposed terms of this Agreement and the Increaseother Loan Documents with terms and conditions no more restrictive than those in effect with respect to the then existing Facilities, (e) the Company or a Restricted Subsidiary Obligor which is a U.K. Subsidiary or a U.S. Subsidiary must be the borrower (an “Incremental Borrower”) thereunder, (f) the weighted average life and final maturity of each tranche shall be at least six months longer than the weighted average life and final maturity of the Term B Loans, (g) the applicable interest rates may differ from the then existing Facilities, provided, however, if the Applicable Margin for any tranche of Incremental Loans is more than 25 basis points higher than the Applicable Margin for the Term B Loans, the Applicable Margin for the Term B Loans shall be proportionately adjusted such that the Applicable Margin for any tranche of Incremental Loans is no more than 25 basis points higher than the Applicable Margin for the Term B Loans, and (h) any Incremental Loans shall be issued at a price (including upfront fees and original issue discount, if any) not lower than 99.50% of par.

Incremental Facility. (a) At any time during prior to the Revolving Commitment Periodsecond anniversary of the date hereof, the Borrower may Borrowers may, by written notice ("INCREMENTAL FACILITY NOTICE") to the Administrative Agent (which shall promptly deliver a copy to each of the Lender Parties), request from time to time from the addition of one or more additional term facilities (each an "INCREMENTAL FACILITY" and together, the "INCREMENTAL FACILITIES"). Each Incremental Facility shall be in an aggregate principal amount of not less than $100 million and all of which together shall be in an aggregate principal amount not to exceed $650 million. The Incremental Facilities (i) shall be a Term Facility for all purposes hereunder (and references to the Term Facility and Term Advances shall be deemed as the context requires to include reference to the Incremental Facilities) and (ii) shall have such pricing as may be agreed by the Borrowers and the Lender Parties providing such Incremental Facilities and shall otherwise have the same terms as the Term Advances (and references to the Term Facility and Term Advances shall be deemed as the context requires to include reference to the Incremental Facilities) including the same Termination Date and the same proportional amortization as the remaining Term Advances or such later termination date and longer proportional amortization terms as shall be agreed by the Borrowers and the Incremental Lenders providing such Incremental Facility. Any such Incremental Facility shall be offered, first, on a pro rata basis to existing Lenders, and to the extent that such Lenders do not commit within 15 days of the Incremental Facility Notice for any such Incremental Facility, the Borrowers shall have the right to arrange for one or from more banks or other Eligible Assignees reasonably financial institutions acceptable to the Administrative AgentAgents (any such bank or other financial institution, an "ADDITIONAL LENDER") to extend commitments to provide the Incremental Facility in an aggregate amount equal to the amount, if any, by which the commitments by the Lenders to provide such Incremental Facility is less than the amount thereof requested by the Borrowers pursuant to the terms of this Section 2.05(c). Commitments in respect of an Incremental Facility shall become "Commitments" under this Agreement pursuant to an amendment hereto executed by each of the Borrowers, each Lender Party agreeing to provide such Commitment, each Additional Lender, if any, the Issuing Lender, the Swingline Lender Banks and the Borrower (but Agents and such amendments to the other Loan Documents as the Agents shall reasonably deem appropriate to effect such purpose. The effectiveness of such amendment and the commitments in respect of each Incremental Facility shall be subject to the satisfaction on the date thereof and, if different, on the date on which Advances under the Incremental Facility are made, of each of the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the IncreaseSection 3.02.

Incremental Facility. (a) At The Borrower may at any time during the Revolving Commitment Period, the Borrower may request or from time to time from after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount tranches of term loans (each such increasean “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “IncreaseIncremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection compliance with the covenants contained in Article VI determined on a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion pro forma basis as of the Increase ratably in accordance with its Revolving Percentage last day of each requested Increase the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (it being agreed that no Lender shall be obligated to provide the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Increase and that any Lender may elect to participate in such Increase in an amount Incremental Facility that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increasefinancing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed the Available Incremental Amount (as determined as of the date of incurrence of any applicable Incremental Facility). Any Increase Each Incremental Facility shall be in an aggregate principal amount of at least $5,000,000 (or, if the Available Revolving Increase Amount that is not less than $5,000,000, 25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for availability under the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall limit set forth in the amount and proposed terms of the Increaseimmediately preceding sentence).

Incremental Facility. (a) At any time during The Borrower may by written notice to the Revolving Commitment PeriodAdministrative Agent elect to request, prior to the Latest Maturity Date, the Borrower may request from time to time from establishment of one or more existing Lenders commitments (each, an “Incremental Commitment”) to make additional Loans (each an “Incremental Loan”), by an aggregate amount for all Incremental Commitments not in excess of the Incremental Available Amount (subject to Section 1.06, determined as of the date of effectiveness of such Incremental Commitments) and not less than $25,000,000 individually (or from such lesser amount which shall be approved by the Administrative Agent or that shall constitute the remaining amount of Incremental Commitments permitted to be incurred pursuant to this Section 2.18 at such time), and integral multiples of $25,000,000 in excess of that amount (or such other Eligible Assignees reasonably acceptable amount as approved by the Administrative Agent). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent, Agent and which may be contingent upon the Issuing closing of an acquisition or other transaction and (B) the identity of each Lender or Additional Lender, the Swingline Lender (each, an “Incremental Lender”), to whom Bxxxxxxx proposes any portion of such Incremental Commitments be allocated and the Borrower amounts of such allocations (but it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.06 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date, each of the conditions set forth in paragraphs (l) and (m) of Section 4.01 (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of paragraph (m), before and after giving effect to such Incremental Commitment) shall be satisfied (provided that if the proceeds of such Incremental Loans are to be used to consummate a Limited Conditionality Acquisition, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such Incremental Commitments (it being understood that the requirements of Section 4.01(m) shall otherwise be complied with in accordance with Section 1.06) and (y) the requirements of Section 4.01(l) shall be subject to, if agreed to by the lenders providing such Incremental Loans, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as are material to the interests of the lenders providing such Incremental Loans, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the Incremental Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the Incremental Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.14; and (3) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent or the Incremental Lenders in connection with any such transaction. (b)The terms and provisions of the Incremental Loans made pursuant to the Incremental Commitments shall be as follows: (i) the Incremental Loans will not be guaranteed by any Person other than (1) the Guarantors or (2) any Person that shall, substantially concurrently with the issuance of such Incremental Loans, become a Guarantor; (ii) the Incremental Loans will not be secured by any assets not constituting the Collateral, unless such assets are substantially concurrently pledged to secure the Obligations on an equal and ratable basis; (iii) the Incremental Loan Maturity Date shall be no earlier than the Term Loan Maturity Date for the 2023 Refinancing Term Loans and the Weighted Average Life to Maturity of such Incremental Loans shall be not shorter than the then remaining Weighted Average Life to Maturity of the 2023 Refinancing Term Loans; (iv) the interest rate margins and amortization schedule (subject to clause (biii) belowabove) that applicable to any Incremental Loans shall be determined by the Total Revolving Commitments be increased by an amount not to exceed Borrower and the Available Revolving Increase Amount (each such increase, an “Increase”)applicable Incremental Lenders; provided that in the event that the All-in Yield for any such Incremental Loans is greater than the All-in Yield for the Loans by more than 0.50% per annum, then the Applicable Rate for the Loans shall be increased to the extent necessary so that the All-in Yield for the Loans is equal to the All-in Yield for the Incremental Loans minus 0.50% per annum; (v) any Incremental Loans, for purposes of prepayments, shall be treated no more favorably than the Term Loans; and (vi) any Incremental Loans shall be on terms identical to, or no more favorable to the Incremental Lenders, taken as a whole, than those contained in this Agreement (except to the extent permitted by clauses (iii), (iv) or (v) above), unless the Lenders hereunder receive the benefit of such terms through an amendment to this Agreement (which may be effected via the Joinder Agreement) or such terms apply solely after the Term Loan Maturity Date for the 2023 Refinancing Term Loans (provided that a certificate of a Responsible Officer of the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated delivered to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, at least 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of (or such Increase, then shorter period as the Administrative Agent may invite agree in its reasonable discretion) prior to any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become Increased Amount Date, providing a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount reasonably detailed description of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term material terms and conditions of such Incremental Loans or drafts of the Agreement. Each request for an Increase delivered by the Borrower documentation relating thereto, and evidence reasonably satisfactory to the Administrative Agent shall set forth that the amount and proposed terms Board of Directors of the IncreaseBorrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (vi) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees). On any Increased Amount Date on which Incremental Commitments for Incremental Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such Incremental Commitment shall make an Incremental Loan to Borrower in an amount equal to its Incremental Commitment.

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 10,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,00010,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.NY-2355188

Incremental Facility. (a) At any time during the Revolving Commitment Period, the The Borrower may by written notice to the Administrative Agent elect to request from time prior to time from the Maturity Date, one or more increases to the existing Lenders Commitments (any such increase, the “New Commitments”), by an amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually (or from other Eligible Assignees reasonably acceptable such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $50,000,000 and all such New Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative AgentAgent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Issuing Administrative Agent in the case of a Person that is not a Lender (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom the Swingline Lender Borrower proposes any portion of such New Commitments be allocated and the Borrower amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (but subject 1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in clause Section 4.02 shall be satisfied; (b2) below) that the Total Revolving New Commitments shall be increased effected pursuant to one or more Joinder Agreements executed and delivered by an amount not to exceed the Available Revolving Increase Amount (Borrower, the New Lenders and the Administrative Agent, and each such increase, an “Increase”); provided that of which shall be recorded in the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Register and each New Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and subject to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree requirements set forth in Section 2.14; (3) the Borrower shall make any payments required pursuant to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender Sections 2.12 and 2.13 in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 New Commitments; and (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount4) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent shall set forth the amount and proposed terms of the Increasein connection with any such transaction.

Incremental Facility. (a) At any time during The Borrower may by written notice to the Revolving Commitment PeriodAdministrative Agent elect to request, prior to the Latest Maturity Date, the Borrower may request from time to time from establishment of one or more existing Lenders commitments (each, an “Incremental Commitment”) to make additional Loans (each an “Incremental Loan”), by an aggregate amount for all Incremental Commitments not in excess of the Incremental Available Amount (subject to Section 1.06, determined as of the date of effectiveness of such Incremental Commitments) and not less than $25,000,000 individually (or from other Eligible Assignees reasonably acceptable such lesser amount which shall be approved by the Administrative Agent or that shall constitute the remaining amount of Incremental Commitments permitted to be incurred pursuant to this Section 2.18 at such time), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent, Agent and which may be contingent upon the Issuing closing of an acquisition or other transaction and (B) the identity of each Lender or Additional Lender, the Swingline Lender (each, an “Incremental Lender”), to whom Borrower proposes any portion of such Incremental Commitments be allocated and the Borrower amounts of such allocations (but it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.06 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date, each of the conditions set forth in paragraphs (l) and (m) of Section 4.01 (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of paragraph (m), before and after giving effect to such Incremental Commitment) shall be satisfied (provided that if the proceeds of such Incremental Loans are to be used to consummate a Limited Conditionality Acquisition, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such Incremental Commitments (it being understood that the requirements of Section 4.01(m) shall otherwise be complied with in accordance with Section 1.06) and (y) the requirements of Section 4.01(l) shall be subject to, if agreed to by the lenders providing such Incremental Loans, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as are material to the interests of the lenders providing such Incremental Loans, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the Incremental Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the Incremental Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.14; and (3) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent or the Incremental Lenders in connection with any such transaction. The terms and provisions of the Incremental Loans made pursuant to the Incremental Commitments shall be as follows: (i) the Incremental Loans will not be guaranteed by any Person other than (1) the Guarantors or (2) any Person that shall, substantially concurrently with the issuance of such Incremental Loans, become a Guarantor; (ii) the Incremental Loans will not be secured by any assets not constituting the Collateral, unless such assets are substantially concurrently pledged to secure the Obligations on an equal and ratable basis; (iii) the Incremental Loan Maturity Date shall be no earlier than the Term Loan Maturity Date and the Weighted Average Life to Maturity of such Incremental Loans shall be not shorter than the then remaining Weighted Average Life to Maturity of the Term Loans; (iv) the interest rate margins and amortization schedule (subject to clause (biii) belowabove) that applicable to any Incremental Loans shall be determined by the Total Revolving Commitments be increased by an amount not to exceed Borrower and the Available Revolving Increase Amount (each such increase, an “Increase”)applicable Incremental Lenders; provided that in the event that the All-in Yield for any such Incremental Loans is greater than the All-in Yield for the Loans by more than 0.50% per annum, then the Applicable Rate for the Loans shall be increased to the extent necessary so that the All-in Yield for the Loans is equal to the All-in Yield for the Incremental Loans minus 0.50% per annum; (v) any Incremental Loans, for purposes of prepayments, shall be treated no more favorably than the Term Loans; and (vi) any Incremental Loans shall be on terms identical to, or no more favorable to the Incremental Lenders, taken as a whole, than those contained in this Agreement (except to the extent permitted by clauses (iii), (iv) or (v) above), unless the Lenders hereunder receive the benefit of such terms through an amendment to this Agreement (which may be effected via the Joinder Agreement) or such terms apply solely after the Term Loan Maturity Date (provided that a certificate of a Responsible Officer of the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated delivered to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, at least 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of (or such Increase, then shorter period as the Administrative Agent may invite agree in its reasonable discretion) prior to any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become Increased Amount Date, providing a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount reasonably detailed description of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term material terms and conditions of such Incremental Loans or drafts of the Agreement. Each request for an Increase delivered by the Borrower documentation relating thereto, and evidence reasonably satisfactory to the Administrative Agent shall set forth that the amount and proposed terms Board of Directors of the IncreaseBorrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (vi) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees).

Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrower may request from From time to time from one or after the Closing Date, but not more existing Lenders or from other Eligible Assignees reasonably acceptable than threetwo occasions during the term of the Loans, Borrower may by written notice to the Administrative Agent, elect prior to the Issuing LenderMaturity Date, the Swingline Lender and establishment of one or more new term loan commitments (the Borrower “Incremental Commitments”), by (but subject to the conditions set forth in clause (b1) below) that the Total Revolving Commitments be increased by an amount not to exceed in excess of $25,000,00020,000,000 in the Available Revolving Increase Amount aggregate and (each such increase, an “Increase”); provided that the Borrower may 2) and not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of $1,000,000 individually (or such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentagelesser amount which shall either (x) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then be approved by the Administrative Agent may invite any prospective lender that satisfies (which approval shall not be unreasonably delayed, withheld or conditioned) or (y) constitute the criteria of being an “Eligible Assignee” difference between $25,000,00020,000,000 and all such Incremental Commitments obtained prior to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (orsuch date), if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionallyof that amount (or such lesser amount which shall either (x) be approved by the Administrative Agent (which approval shall not be unreasonably delayed, for withheld or conditioned) or (y) constitute the avoidance of doubt, it is understood difference between $25,000,00020,000,000 and agreed that in no event shall the aggregate amount of the Increases all such Incremental Commitments obtained prior to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreementsuch date). Each request for such notice shall specify (A) the date (each, an Increase “Increased Amount Date”) on which Borrower determines that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered by the Borrower to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the Administrative Agent) and (B) the identity of each Lender or other Person (each of which must be an Eligible Incremental Lender) (each, an “Incremental Lender”) to whom Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that each existing Lender shall first be afforded, by written notice to the Administrative Agent (which notice shall be promptly forwarded by the Administrative Agent to the applicable existing Lenders and the Administrative Agent agrees to promptly forward such notice to the Lenders prior to the Increased Amount Date, but any failure to deliver such notice shall not prevent the above-mentioned ten (10) Business Day period from running after the Administrative Agent has received such notice), the opportunity to provide its Loan Commitment Percentage of any Incremental Commitments, as applicable; provided, further, that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Each Lender may elect to provide all or a portion of its Loan Commitment Percentage of any Incremental Commitments, as applicable, by providing written notice (each, an “Acceptance Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. Local Time ten (10) days after the date of the Administrative Agent’s receipt of notice from the Borrower. Each Acceptance Notice from a given Lender shall specify the principal amount of the Incremental Commitment to be provided by such Lender. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame specified above or such Acceptance Notice fails to specify the principal amount of the Incremental Commitments to be provided, any such failure will be deemed a rejection of the opportunity to provide any portion of the Incremental Commitment, and the Borrower 9335/74326-004 current/38542033v9 9699/74326-004 current/53284768v11 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. may have other Persons provide the remaining uncommitted portion of the Incremental Commitments. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that after giving effect to the making of any Incremental Loans and the use of proceeds thereof, (I) no Default or Event of Default shall have occurred and be continuing under any of the Loan Documents; (II) each of the representations and warranties set forth in Article III shall remain true and correct in all material respects (without duplication of any materiality qualifiers contained therein); and (III) the amount Consolidated Leverage Ratio, calculated on a pro forma basis for the last twelve month period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.04 (a) or (b) and proposed after giving effect to any Permitted Acquisitions or Investments permitted under the Loan Documents or prepayments of the Loans, shall be no greater than 0.74:1.00. The Incremental Commitments, as applicable, shall be effected pursuant to one or more amendments (each, an “Incremental Loan Amendment”) executed and delivered by Borrower, the Incremental Lender and the Administrative Agent and each of which shall be recorded in the Register (provided that the Administrative Agent agrees to execute and deliver any Incremental Loan Amendment satisfying the requirements of this Section 2.222.23 and otherwise in compliance with the terms of the Increasethis Agreement).

Incremental Facility. (a) At any time during The Borrower may by written notice to the Revolving Commitment PeriodAdministrative Agent elect to request, prior to the Latest Maturity Date, the Borrower may request from time to time from establishment of one or more existing Lenders commitments (each, an “Incremental Commitment”) to make additional Loans (each an “Incremental Loan”), by an aggregate amount for all Incremental Commitments not in excess of the Incremental Available Amount (subject to Section 1.06, Pursuant to 17 C.F.R. Section 200.83 determined as of the date of effectiveness of such Incremental Commitments) and not less than $25,000,000 individually (or from other Eligible Assignees reasonably acceptable such lesser amount which shall be approved by the Administrative Agent or that shall constitute the remaining amount of Incremental Commitments permitted to be incurred pursuant to this Section 2.18 at such time), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent, Agent and which may be contingent upon the Issuing closing of an acquisition or other transaction and (B) the identity of each Lender or Additional Lender, the Swingline Lender (each, an “Incremental Lender”), to whom Borrower proposes any portion of such Incremental Commitments be allocated and the Borrower amounts of such allocations (but it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements, if any, are satisfied); provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that, subject to Section 1.06 (except as set forth in the parenthetical proviso to clause (1) below), (1) on such Increased Amount Date, each of the conditions set forth in paragraphs (l) and (m) of Section 4.01 (with references therein to the “Effective Date” being deemed to refer instead to such Increased Amount Date and, in the case of paragraph (m), before and after giving effect to such Incremental Commitment) shall be satisfied (provided that if the proceeds of such Incremental Loans are to be used to consummate a Limited Conditionality Acquisition, (x) no Specified Event of Default shall have occurred and be continuing as of the Increased Amount Date before and after giving effect to such Incremental Commitments (it being understood that the requirements of Section 4.01(m) shall otherwise be complied with in accordance with Section 1.06) and (y) the requirements of Section 4.01(l) shall be subject to, if agreed to by the lenders providing such Incremental Loans, customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including the accuracy of the representations and warranties contained in the applicable acquisition agreement as are material to the interests of the lenders providing such Incremental Loans, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under such acquisition agreement as a result of the failure of such representation or warranty to be accurate)); (2) the Incremental Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, each Guarantor, if any, the Incremental Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Lender shall be subject to the requirements set forth in Section 2.14; and (3) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent or the Incremental Lenders in connection with any such transaction. The terms and provisions of the Incremental Loans made pursuant to the Incremental Commitments shall be as follows: (i) the Incremental Loans will not be guaranteed by any Person other than (1) the Guarantors or (2) any Person that shall, substantially concurrently with the issuance of such Incremental Loans, become a Guarantor; (ii) the Incremental Loans will not be secured by any assets not constituting the Collateral, unless such assets are substantially concurrently pledged to secure the Obligations on an equal and ratable basis; (iii) the Incremental Loan Maturity Date shall be no earlier than the Term Loan Maturity Date and the Weighted Average Life to Maturity of such Incremental Loans shall be not shorter than the then remaining Weighted Average Life to Maturity of the Term Loans; (iv) the interest rate margins and amortization schedule (subject to clause (biii) belowabove) that applicable to any Incremental Loans shall be determined by the Total Revolving Commitments be increased by an amount not to exceed Borrower and the Available Revolving Increase Amount (each such increase, an “Increase”)applicable Incremental Lenders; provided that in the event that the All-in Yield for any such Incremental Loans is greater than the All-in Yield for the Loans by more than 0.50% per annum, then the Applicable Rate for the Loans shall be increased to the extent necessary so that the All-in Yield for the Loans is equal to the All-in Yield for the Incremental Loans minus 0.50% per annum; (v) any Incremental Loans, for purposes of prepayments, shall be treated no more favorably than the Term Loans; and (vi) any Incremental Loans shall be on terms identical to, or no more favorable to the Incremental Lenders, taken as a whole, than those contained in this Agreement Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 (except to the extent permitted by clauses (iii), (iv) or (v) above), unless the Lenders hereunder receive the benefit of such terms through an amendment to this Agreement (which may be effected via the Joinder Agreement) or such terms apply solely after the Term Loan Maturity Date (provided that a certificate of a Responsible Officer of the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated delivered to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, at least 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of (or such Increase, then shorter period as the Administrative Agent may invite agree in its reasonable discretion) prior to any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become Increased Amount Date, providing a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount reasonably detailed description of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term material terms and conditions of such Incremental Loans or drafts of the Agreement. Each request for an Increase delivered by the Borrower documentation relating thereto, and evidence reasonably satisfactory to the Administrative Agent shall set forth that the amount and proposed terms Board of Directors of the IncreaseBorrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (vi) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees).