Common use of Incremental Facility Clause in Contracts

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower shall have the right, at any time and from time to time after the Restatement Effective Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromThe Borrower and the Co-Borrower may, by written notice to the Borrower shall have the right, at any time and Administrative Agent from time to time after request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to exceed the Restatement Effective DateIncremental Amount at such time from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion; provided, that no Lender will be required to participate in any Incremental Facility without its consent and each Incremental Term Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval (which approval shall not be unreasonably withheld or delayed) of the Administrative Agent (solely to the extent the Administrative Agent’s consent would otherwise be required for an assignment to such Incremental Term Lender or Incremental Revolving Lender, as applicable, in accordance with Section 10.6 hereof) and, in the case of Incremental Revolving Lenders only, the Issuing Lender. Such notice shall set forth (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “amount of the Incremental Term Loan Loans and/or Incremental Revolving Commitments being requested (which shall be (1) with respect to Incremental Term Loans, in minimum increments of $10,000,000, (2) with respect to Incremental Revolving Commitments”, in minimum increments of $5,000,000 or (3) equal to the remaining Incremental Amount at such time), (ii) to increase any then-existing Tranche of the date, which shall be a Business Day, on which such Incremental Term Loans by requesting new term loan commitments are requested to be added made and/or Incremental Revolving Commitments are requested to such existing Tranche of Term Loans become effective (the “Supplemental Term Loan CommitmentsIncreased Amount Date”)) pursuant to an Incremental Facility Activation Notice, (iii) to request new commitments under one or more new revolving facilities in the case of Incremental Term Loans, whether such Incremental Term Loans are to be included in this Agreementon the same terms as the outstanding Term Loans or with terms different from the outstanding Term Loans, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche the use of revolving commitments by requesting new revolving loan commitments be added to proceeds for such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and and/or Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (iiv) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying pro forma financial calculations demonstrating compliance with the financial test set forth in such clause. Any loans made in respect requirements under clause (iii) of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheSection 2.24(c).

Incremental Facility. (a) So long as no Event At any time after the Closing Date during the Commitment Period (in the case of Default under subsection 8(aa Revolving Commitment Increase) or 8(f) exists or would arise therefromany time after the Closing Date and prior to the Term Loan Maturity Date (in the case of an Incremental Term Facility), the Borrower shall have may request (but subject, in each case, to the rightconditions set forth in clause (b) below) (x) the Revolving Commitments be increased (or, at any time and from time solely in connection with a Limited Condition Acquisition, a separate tranche of Revolving Commitments may be created) by an amount not to time after exceed the Restatement Effective DateAvailable Incremental Amount (each such increase, a “Revolving Commitment Increase”) and/or (iy) to request new the Lenders establish an incremental term loan commitments facility (which may be an increase to the Term Facility) under one or more new term loan credit facilities to be included in this Agreement in an aggregate principal amount not to exceed the Available Incremental Amount (the each such facility, an “Incremental Term Loan Commitments”)Facility” and, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental any Revolving CommitmentsCommitment Increase, the “Incremental CommitmentsFacilities”). No Lender shall be obligated to participate in an Incremental Facility. Any Incremental Facility shall be in an amount of at least $10,000,000 (or, provided thatif the Available Incremental Amount is less than $10,000,000, (isuch remaining Available Incremental 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 Facilities exceed the Available Incremental Amount during the term of the Agreement. If the Borrower incurs indebtedness under an Incremental Facility under the Fixed Incremental Amount prong of the Available Incremental Amount on the same date that it incurs indebtedness under the Ratio Incremental Amount prong of the Available Incremental Amount and/or that it incurs Revolving Loans, then the Consolidated Net Leverage Ratio (and, following a Junior Debt Incurrence Event, the Consolidated Senior Net Leverage Ratio) will be calculated with respect to this subsection 2.5 shall not exceedsuch incurrence under the Ratio Incremental Amount without regard to any incurrence of indebtedness under the Fixed Incremental Amount or any incurrence of Revolving Loans. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Ratio Incremental Amount to the extent permitted, with the balance incurred under the Fixed Incremental Amount. The Borrower may, in its sole discretion, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds incurrence of any such IndebtednessIncremental Facility, including to refinance other Indebtedness)or at any later time, an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) divide, classify or the definition of “Maximum reclassify, any Incremental Facilities Amount” and (ii) if any portion of Facility incurred as Fixed Incremental Amount as an Incremental Commitment is to be Facility incurred in reliance on clause (i) of the definition of “Maximum as Ratio Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromThe Borrower may, by written notice to the Borrower shall have the right, at any time and Administrative Agent from time to time after request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to exceed the Restatement Effective DateIncremental Amount at such time from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion; provided, that no Lender will be required to participate in any Incremental Facility without its consent and each Incremental Term Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval (which approval shall not be unreasonably withheld or delayed) of the Administrative Agent (solely to the extent the Administrative Agent’s consent would otherwise be required for an assignment to such Incremental Term Lender or Incremental Revolving Lender, as applicable, in accordance with Section 10.6 hereof) and, in the case of Incremental Revolving Lenders only, the Issuing Lender. Such notice shall set forth (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “amount of the Incremental Term Loan Loans and/or Incremental Revolving Commitments being requested (which shall be (1) with respect to Incremental Term Loans, in minimum increments of $10,000,000, (2) with respect to Incremental Revolving Commitments”, in minimum increments of $5,000,000 or (3) equal to the remaining Incremental Amount at such time), (ii) to increase any then-existing Tranche of the date, which shall be a Business Day, on which such Incremental Term Loans by requesting new term loan commitments are requested to be added made and/or Incremental Revolving Commitments are requested to such existing Tranche of Term Loans become effective (the “Supplemental Term Loan CommitmentsIncreased Amount Date”)) pursuant to an Incremental Facility Activation Notice, (iii) to request new commitments under one or more new revolving facilities in the case of Incremental Term Loans, whether such Incremental Term Loans are to be included in this Agreementon the same terms as the outstanding Term Loans or with terms different from the outstanding Term Loans, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche the use of revolving commitments by requesting new revolving loan commitments be added to proceeds for such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and and/or Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (iiv) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying pro forma financial calculations demonstrating compliance with the financial test set forth in such clause. Any loans made in respect requirements under clause (iii) of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheSection 2.24(c).

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, may at any time and from time to time on not more than four occasions after the Restatement Effective Closing Date but prior to the Maturity Date, by notice to the Administrative Agent (i) whereupon the Administrative Agent shall promptly deliver a copy to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (each of the “Incremental Term Loan Commitments”Lenders), without having to seek consent from the Lenders, request an increase to the existing Revolving Commitments (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)increase, (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitmentsloans thereunder, the “Incremental Revolving Loans”); provided that both at the time of any such request and upon the effectiveness of any Incremental Revolving Commitment referred to below, no Default or Event of Default shall exist and at the time that any Incremental Revolving Loan is made (and immediately after giving effect thereto) no Default or Event of Default shall exist. The aggregate amount of all Incremental Revolving Commitments shall not exceed $50,000,000. Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the Incremental Revolving Commitments. Incremental Revolving Commitments may be provided by any existing Lender or by any other bank or other financial institution (such existing Lender or other bank or other financial institution providing an Incremental Revolving Commitment, an “Additional Lender”), provided thatthat such Additional Lender shall be reasonably acceptable to the Borrower and the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Additional Lender’s providing such Incremental Revolving Commitment, if such consent would be required under Section 9.6 for an assignment of Commitments to such Additional Lender. Incremental Revolving Commitments shall become Revolving Commitments under this Agreement, Incremental Revolving Loans shall become Revolving Loans under this Agreement and each Additional Lender shall become a Revolving Lender and a Lender with respect to the Additional Revolving Commitment and all matters relating thereto pursuant to an amendment (ian “Incremental Amendment”) to this Agreement and such other Loan Documents as are necessary, executed by the aggregate amount Borrower, each Additional Lender agreeing to provide such Commitment and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions and intent of this Section and the application of the proceeds thereof. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.2. No Lender shall be obligated to provide any Incremental Revolving Loans, unless it so agrees. The Borrower may use the proceeds of Incremental Revolving Loans for any purpose not prohibited by this Agreement unless otherwise agreed in connection with such Incremental Revolving Loans. On any Incremental Facility Closing Date on which Incremental Revolving Commitments permitted pursuant are effected, subject to this subsection 2.5 the satisfaction of the foregoing terms and conditions, each of the Revolving Lenders shall not exceedassign to each of the Additional Lenders, and each of the Additional Lenders shall purchase from each of the Revolving Lenders, at the time principal amount thereof (together with accrued interest), such interests in the respective Revolving Loans outstanding on such Incremental Commitment becomes effective (Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the existing Revolving Lenders and Additional Lenders ratably in accordance with their Revolving Commitments after giving effect to the Incurrence addition of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate Revolving Commitments to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the each Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche aggregate amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans then outstanding Revolving Credit Commitments (the “Incremental Revolving Commitments”), and ) or (ivii) one or more term loans to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments obtained hereunder (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments, Supplemental collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this Section 2.5 shall specify, in the case of a request for Incremental ABL Term Loan Loans, (x) whether such loans will be made to a U.S. Borrower and/or a Canadian Borrower (including in each case any Additional Borrower) and (y) the currency in which such loans will be denominated, which shall be Dollars (to the extent made to a U.S. Borrower), or Cdn. Dollars or Dollars (to the extent made to a Canadian Borrower). Incremental ABL Term Loans will count as U.S. Revolving Loans (to the extent made to a U.S. Borrower), or Multicurrency Canadian Revolving Loans (to the extent made to a Canadian Borrower) for purposes of determining the Aggregate U.S. Revolver Outstandings and the Aggregate Multicurrency Revolver Outstandings, as applicable. Notwithstanding anything to the contrary herein, after giving effect to any new Incremental Facility, the Equivalent Amount in Dollars of the aggregate principal amount of any Incremental ABL Term Loans or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time. The Borrowers may seek to obtain Incremental Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any Person that qualifies as an Eligible Assignee, as applicable (each, an “Incremental Facility Increase”); provided that (A) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such request by any of the Borrowers, and (B) any Additional Lender which is not an existing Lender shall be subject to the approval of the Agent and the Borrowers’ Agent and, in the case of Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith Swingline Lenders and the application Letter of proceeds of any Credit Issuers (each such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is approval not to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Trancheunreasonably withheld).

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Representative shall have the right, at any time and from time to time after the Restatement Effective Date, Closing Date (i) to request increase the existingaggregate amount of the then outstanding Commitments by requesting new term loan commitments under one or more new term loan credit facilities Commitments to be included in this Agreement added to an Existingexisting Tranche of existing Commitments (the “Incremental Term Loan Supplemental Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments Commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and ) or (iviii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments request one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, collectively, the “Incremental CommitmentsFacilities” and each, an “Incremental Facility”). Notwithstanding anything to contrary herein, the principal amount of any Incremental Facility at the time such Incremental Facility becomes effective shall not exceed the Available Incremental Amount at such time. The Borrower Representative may seek to obtain Incremental Facilities from existing Lenders or other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Facilities, an “Additional Lender”), provided thatprovided, however, that (i) the aggregate amount of no Lender shall be obligated to provide an Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds Facility Increase as a result of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or request by the definition of “Maximum Incremental Facilities Amount” Borrower Representative and (ii) if any portion Additional Lender that is not an existing Lender shall be subject to the approval of an the Administrative Agent and, in the case of any Incremental Commitment is Revolving Commitments or Supplemental Commitments, the Swingline Lender and the Borrowers (each such approval not to be incurred unreasonably withheld, conditioned or delayed). Each Incremental Facility Increase shall be in reliance on clause a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof (i) of the definition of “Maximum Incremental Facilities Amount”or, the Borrower shall have delivered a certificate in each case, in such lower minimum amounts or multiples as agreed to by the Administrative Agent, certifying compliance with the financial test set forth Agent in such clauseits reasonable discretion). Any loans made Incremental Facility Increase may be denominated in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheDollars.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, Subject to the Borrower shall have the right, at any time terms and from time to time after the Restatement Effective Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included conditions set forth in this Agreement, which new revolving facilities upon the request of the Borrower and so long as no Default or Event of Default then exists hereunder or would be created by the extension of such additional commitments or the making of such additional Loans, Borrower may include request, without obligation: (i) one or more subfacilities for letters increases in the Revolving Credit Commitments of credit one or swing line loans more of the Lenders or (ii) an additional Revolving Credit Commitment from any Eligible Institution which may hereafter become a Lender and a party to this Agreement, or (iii) any combination of (i) and (ii) above, such that the aggregate Revolving Credit Commitments of all of the Lenders (including any Eligible Institution which may hereafter become a Lender pursuant to this Section) may be increased to $125,000,000 (such increases of the Revolving Credit Commitment(s), and/or any such new Revolving Credit Commitment are hereinafter referred to as the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,Facilities” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the or each as an “Incremental CommitmentsFacility”), provided thatthat (a) any such requested Incremental Facility shall have been approved by the Agent, such approval not to be unreasonably withheld, (ib) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall a Lender’s Revolving Credit Commitment may not exceedbe increased without the prior written consent of such Lender, at (c) the 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, including to refinance other Indebtedness), an principal amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment Facility requested by Borrower shall not be less than $10,000,000, (d) the aggregate principal amount of all such Incremental Facilities shall not exceed $45,000,000 in the aggregate, and (e) each Incremental Facility shall bear interest at the interest rates applicable hereunder to the other than Supplemental Term Loan Commitments Revolving Credit Loans of the Lenders to the Borrower (with such interest payable on the dates set forth herein for interest on the other Revolving Credit Loans), shall mature and Supplemental be payable at the end of the Revolving Credit Period, and shall have other terms applicable to such Incremental Facility the same as those applicable to the other Revolving Credit Loans hereunder. The Incremental Facilities do not need to be funded by the Lenders in accordance with their respective Pro Rata Shares provided they otherwise comply with the terms of this Section, and the definitions of “Revolving Credit Commitments) ,” “Notes,” “Pro Rata Shares” and other similar provisions of this Agreement shall be made amended as necessary to accommodate each such Incremental Facility as shall be described in writing by creating the Agent to the Borrower and the Lenders. In the event the Lenders, in their discretion, decline to provide the full amount of any Incremental Facility requested by Borrower, the Agent may obtain commitments from one or more other Eligible Institutions willing to provide such requested Incremental Facility and may have such new Eligible Institutions become parties to this Agreement as Lenders hereunder (with Revolving Credit Commitments in the amount or amounts agreed to by Borrower, Agent and such Eligible Institutions) by having such other Eligible Institutions execute a new TrancheJoinder Agreement in the form of Exhibit L attached hereto and incorporated herein by this reference. With respect to each Incremental Facility, Borrower covenants and agrees to execute and deliver to the Agent and the Lenders such additional Notes or amended and restated Notes payable to the respective orders of each of the Lenders participating therein as may be necessary to evidence such Incremental Facility, together with such other resolutions, documents and agreements as may be required by the Agent or any of the Lenders in connection therewith, including, but not limited to any required amendments to this Agreement and any opinions of counsel which Agent and the Lenders may require with respect thereto. All Collateral shall secure all of Borrower’s Obligations, including, without limitation, any such Borrower’s Obligations incurred as a part of any such Incremental Facility.

Incremental Facility. (a) So long as no Event of Default under subsection 8(aSection 9(a) or 8(f(f) exists or would arise therefrom, the Parent Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and (iviii) to increase any then existing Tranche request new synthetic or other letter of revolving credit facility commitments by requesting under one or more new revolving loan commitments synthetic or other letter of credit facilities to be added to such existing Tranche of revolving commitments included in this Agreement (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Commitments, the “Incremental Commitments”), provided that, either (i) after giving pro forma effect to any Incurrence or Discharge of Indebtedness on the aggregate amount date the applicable Incremental Commitment Amendment (as defined below) becomes effective, (x) the Parent Borrower is in Pro Forma Senior Secured Compliance (and the Parent Borrower shall deliver a certificate, no later than two Business Days (or such shorter period as agreed between the Parent Borrower and the Administrative Agent) prior to the date on which such Incremental Commitment shall become effective to the Administrative Agent certifying that the Parent Borrower is in Pro Forma Senior Secured Compliance) and (y) the Parent Borrower could Incur at least $1.00 of Incremental Commitments permitted additional Indebtedness pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(IISection 8.1(a) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) the aggregate then outstanding principal amount of the definition sum of “Maximum all unutilized Incremental Facilities Amount”Commitments, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clauseIncremental Loans and Additional Notes does not exceed $1,000,000,000. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event At any time after the Closing Date during the Commitment Period (in the case of Default under subsection 8(aa Revolving Commitment Increase) or 8(fany time after the Closing Date and prior to the Term A Loan Maturity Date (in the case of an Incremental Term Facility that is an incremental Term A Loan) exists or would arise therefromthe Term B Loan Maturity Date (in the case of an Incremental Term Facility that is an incremental Term B Loan), the Borrower shall have may request (but subject, in each case, to the rightconditions set forth in clause (b) below) (x) the Revolving Commitments be increased (or, at any time and from time solely in connection with a Limited Condition Acquisition, a separate tranche of Revolving Commitments may be created) by an amount not to time after exceed the Restatement Effective DateAvailable Incremental Amount (each such increase, a “Revolving Commitment Increase”) and/or (iy) to request new the Lenders establish an incremental term loan commitments facility (which may be an increase to the Term Facility) under one or more new term loan credit facilities to be included in this Agreement in an aggregate principal amount not to exceed the Available Incremental Amount (the each such facility, an “Incremental Term Loan Commitments”)Facility” and, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental any Revolving CommitmentsCommitment Increase, the “Incremental CommitmentsFacilities”). No Lender shall be obligated to participate in an Incremental Facility. Any Incremental Facility shall be in an amount of at least $10,000,000 (or, provided thatif the Available Incremental Amount is less than $10,000,000, (isuch remaining Available Incremental 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 Facilities exceed the Available Incremental Amount during the term of the Agreement. If the Borrower incurs indebtedness under an Incremental Facility under the Fixed Incremental Amount prong of the Available Incremental Amount on the same date that it incurs indebtedness under the Ratio Incremental Amount prong of the Available Incremental Amount and/or that it incurs Revolving Loans, then the Consolidated Net Leverage Ratio will be calculated with respect to this subsection 2.5 shall not exceedsuch incurrence under the Ratio Incremental Amount without regard to any incurrence of indebtedness under the Fixed Incremental Amount or any incurrence of Revolving Loans. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Ratio Incremental Amount to the extent permitted, with the balance incurred under the Fixed Incremental Amount. The Borrower may, in its sole discretion, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds incurrence of any such IndebtednessIncremental Facility, including to refinance other Indebtedness)or at any later time, an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) divide, classify or the definition of “Maximum reclassify, any Incremental Facilities Amount” and (ii) if any portion of Facility incurred as Fixed Incremental Amount as an Incremental Commitment is to be Facility incurred in reliance on clause (i) of the definition of “Maximum as Ratio Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Representative shall have the right, at any time and from time to time after the Restatement Effective Date, Closing Date (i) to request increase the aggregate amount of the then outstanding Commitments by requesting new term loan commitments under one or more new term loan credit facilities Commitments to be included in this Agreement added to an existing Tranche of existing Commitments (the “Incremental Term Loan Supplemental Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments Commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and ) or (iviii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments request one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, collectively, the “Incremental CommitmentsFacilities” and each, an “Incremental Facility”). Notwithstanding anything to contrary herein, the principal amount of any Incremental Facility at the time such Incremental Facility becomes effective shall not exceed the Available Incremental Amount at such time. The Borrower Representative may seek to obtain Incremental Facilities from existing Lenders or other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Facilities, an “Additional Lender”), provided thatprovided, however, that (i) the aggregate amount of no Lender shall be obligated to provide an Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds Facility Increase as a result of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or request by the definition of “Maximum Incremental Facilities Amount” Borrower Representative and (ii) if any portion Additional Lender that is not an existing Lender shall be subject to the approval of an the Administrative Agent and, in the case of any Incremental Commitment is Revolving Commitments or Supplemental Commitments, the Swingline Lender and the Borrowers (each such approval not to be incurred unreasonably withheld, conditioned or delayed). Each Incremental Facility Increase shall be in reliance on clause a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof (i) of the definition of “Maximum Incremental Facilities Amount”or, the Borrower shall have delivered a certificate in each case, in such lower minimum amounts or multiples as agreed to by the Administrative Agent, certifying compliance with the financial test set forth Agent in such clauseits reasonable discretion). Any loans made Incremental Facility Increase may be denominated in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheDollars.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time after amend this Agreement in order to provide to the Restatement Effective DateBorrower additional revolving loan facilities (each, (ian “Incremental Revolving Facility”) to request new and additional term loan facilities and/or increased term loan commitments under one in respect of the Term Facility or more new any other existing term loan credit facilities to be included in this Agreement facility hereunder (the each, an “Incremental Term Loan CommitmentsFacility”), (ii) to increase ; together with any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving CommitmentsFacility, the “Incremental CommitmentsFacilities”), provided that, that (i) the aggregate principal amount of the Incremental Commitments permitted pursuant to this subsection 2.5 Facilities and the Second Lien Incremental Facilities shall not exceedexceed $500,000,000, at (ii) each Incremental Facility shall be in a minimum aggregate principal amount of $25,000,000 and (iii) the time the respective Incremental Commitment becomes effective Consolidated Senior Secured Leverage Ratio as of such date (and determined on a pro forma basis after giving effect to the Incurrence provision of Indebtedness in connection therewith such Incremental Facility and assuming, if such Incremental Facility is an Incremental Revolving Facility, such Incremental Revolving Facility is fully drawn as of such date) is less than or equal to 5.0 to 1.0. Each Incremental Facility will be secured and guaranteed with the other Facilities on a pari passu basis. Each Incremental Term Facility must have a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Term Facility and a final maturity no earlier than the Term Loan Maturity Date. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as the comparable Facility unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. Each Incremental Revolving Facility shall have the same terms as the Revolving Credit Facility. Other than amortization, pricing or maturity date, each Incremental Term Facility shall have the same terms as the Term Facility or such terms as are reasonably satisfactory to the Administrative Agent and the application Borrower, provided that if the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Facility and any Eurodollar or ABR floor applicable to such Incremental Term Facility but excluding any ticking fees, arrangement fees and other fees not paid to the makers of proceeds such loans generally) relating to any Incremental Term Facility exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Facility, and any Eurodollar or ABR floor applicable to the Term Facility) relating to the Term Facility immediately prior to the effectiveness of the applicable Incremental Term Facility by more than 0.25%, the Applicable Margin relating to the Term Facility shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Facility and any Eurodollar or ABR floor applicable to such Incremental Facility) relating to such Incremental Term Facility minus 0.25%. In the case of any such Indebtedness, including to refinance Incremental Term Facility that increases the term loan commitments under the Term Facility or any other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”existing term loan facility, the Borrower manner in which such increase is implemented shall have delivered a certificate be reasonably satisfactory to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such An Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall Facility may be made by creating a new Trancheavailable under this Agreement only if, after giving effect thereto and the use of proceeds thereof no Default or Event of Default exists.

Incremental Facility. (a) So long as no Event of Default under subsection 8(aSection 8.01(a) or 8(f8.01(f) exists or would arise therefrom, the Borrower shall have the right, at any time and from time to time after the Restatement Effective Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and (ivii) to increase any then existing the Existing Tranche of revolving commitments Commitments by requesting new revolving loan commitments Commitments be added to such existing an Existing Tranche of revolving commitments Commitments (the “Supplemental Revolving Commitments,” ”), and (iii) to request new synthetic or other 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 Incremental Term Loan Commitments, Supplemental Term Loan Revolving Commitments and Incremental the Supplemental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 Section 2.24 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence incurrence of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including Indebtedness to refinance such other Indebtedness), an amount that could then be Incurred incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clauseSection 7.01(b)(i)(I). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time after amend this Agreement in order to provide to the Restatement Effective DateBorrower additional revolving loan facilities and/or increased revolving commitments in respect of the Revolving Facility or any other existing revolving facility hereunder (each, (ian “Incremental Revolving Facility”) to request new and additional term loan commitments under one or more new term loan credit facilities to be included in this Agreement hereunder (the each, an “Incremental Term Loan CommitmentsFacility”), (ii) to increase ; together with any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving CommitmentsFacility, the “Incremental CommitmentsFacilities”), provided that, that (i) the aggregate principal amount of the Incremental Commitments permitted Facilities shall not exceed $100,000,000, plus additional amounts to the extent the Consolidated First Lien Net Leverage Ratio (determined (x) on a pro forma basis after giving effect to the provision of such Incremental Facility, (y) assuming, if such Incremental Facility is an Incremental Revolving Facility, such Incremental Revolving Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in calculating such leverage ratio) as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to this subsection 2.5 Section 6.1(a) or (b) is less than 3.75:1.00, (ii) each Incremental Facility shall not exceedbe in a minimum aggregate principal amount of $25,000,000, (iii) the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 7.1 after giving effect to the incurrence of such Incremental Facility, such compliance to be determined (x) on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) as though such incurrence had been consummated as of the first day of the fiscal period covered thereby, (y) assuming, if such Incremental Facility is an Incremental Revolving Facility, such Incremental Revolving Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in calculating such financial covenant and (iv) at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence incurrence of Indebtedness in connection therewith any Incremental Facility and the application use of proceeds thereof, no Default or Event of Default shall have occurred and be continuing. The Loans and Commitments in respect of any such Indebtedness, including to refinance other Indebtedness), an amount that could then Incremental Facility and all obligations in respect thereof shall be Incurred Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Each Incremental Term Facility must have a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Term Facility and a final maturity no earlier than the Final Maturity Date. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as the comparable Facility unless the applicable Incremental Facility Amendment specifies a lesser treatment. Each Incremental Revolving Facility shall have a final maturity no earlier than the Final Revolving Termination Date. The terms of the applicable Incremental Facility shall be as set forth in compliance the applicable Incremental Facility Amendment; provided that (i) other than amortization (with subsection 7.1(b)(i)(II) respect to any Incremental Term Facility), pricing or maturity date, each Incremental Facility shall have the same terms as the Term Facility or the definition of “Maximum Incremental Facilities Amount” Revolving Facility, as applicable, or such terms as are reasonably satisfactory to the Administrative Agent and the Borrower, (ii) if no Incremental Revolving Facility shall have any portion amortization and (iii) if, for any Incremental Facility, the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (equated to interest based on an assumed four-year life to maturity) payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility but excluding any ticking fees, arrangement fees and other fees not paid to the makers of such loans generally) relating to such Incremental Facility exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (equated to interest based on an assumed four-year life to maturity) payable to all Lenders providing the Term Facility or the Revolving Facility, as applicable, and any Eurodollar or ABR floor applicable to the Term Facility or the Revolving Facility, as applicable) relating to the Term Facility or the Revolving Facility, as applicable, immediately prior to the effectiveness of such Incremental Commitment is Facility by more than 0.50%, the Applicable Margin (as calculated above) relating to the Term Facility or the Revolving Facility, as applicable, shall be adjusted to be incurred equal to the Applicable Margin (as calculated above) relating to such Incremental Facility minus 0.50% (it being understood that differences in reliance on clause (i) any Eurodollar or ABR floor, if required to be adjusted pursuant to the foregoing, shall be added to the Eurodollar or ABR floor to the extent required and not to the Applicable Margin). In the case of any Incremental Revolving Facility that increases the definition of “Maximum Incremental Facilities Amount”commitments under the Revolving Facility or any other existing revolving credit facility hereunder, the Borrower manner in which such increase is implemented shall have delivered a certificate be reasonably satisfactory to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made At no time shall there be Revolving Commitments hereunder (including revolving commitments in respect of any such Incremental Commitment (other than Supplemental Term Loan Revolving Facility, Extended Revolving Commitments and Supplemental any original Revolving Commitments) shall be made by creating a new Tranchethat have more than four different maturity dates.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time after amend this Agreement in order to provide to the Restatement Effective DateBorrower additional revolving loan facilities and/or increased revolving commitments in respect of the Revolving Facility or any other existing revolving facility hereunder (each, (ian “Incremental Revolving Facility”) to request new and additional term loan commitments under one or more new term loan credit facilities to be included in this Agreement hereunder (the each, an “Incremental Term Loan CommitmentsFacility”), (ii) to increase ; together with any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving CommitmentsFacility, the “Incremental CommitmentsFacilities”), provided that, that (i) the aggregate principal amount of the Incremental Commitments permitted Facilities shall not exceed $200,000,000, plus additional amounts to the extent the Consolidated First Lien Net Leverage Ratio (determined (x) on a pro forma basis after giving effect to the provision of such Incremental Facility, (y) assuming such Incremental Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation)) as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to this subsection 2.5 Section 6.1(a) or (b) is less than 2.25:1.00, (ii) each Incremental Facility shall not exceedbe in a minimum aggregate principal amount of $25,000,000, (iii) the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 7.1 after giving effect to the incurrence of such Incremental Facility, such compliance to be determined (x) on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) as though such incurrence had been consummated as of the first day of the fiscal period covered thereby, (y) assuming such Incremental Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation) and (iv) at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds incurrence of any Incremental Facility, no Event of Default shall have occurred and be continuing; provided that, in the event that any tranche of an Incremental Term Facility is used to finance a Permitted Acquisition and to the extent the Additional Lenders participating in such Indebtednesstranche of an Incremental Term Facility agree, including the foregoing clause (iv) shall be tested solely at the time of the execution of the acquisition agreement related to refinance other Indebtedness), an amount that could then such Permitted Acquisition. The Loans and Commitments in respect of any Incremental Facility and all obligations in respect thereof shall be Incurred Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Each Incremental Term Facility must have a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Term Facility (provided that any Incremental Term Facility may amortize in compliance an amount such that it is fungible with subsection 7.1(b)(i)(IIthe Term Loan Facility) or and a final maturity no earlier than the definition of “Maximum Final Maturity Date. Incremental Facilities Amount” will be entitled to prepayments and (ii) if any portion of an voting rights on the same basis as the comparable Facility unless the applicable Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Facility Amendment specifies a lesser treatment. Each Incremental Facilities Amount”, the Borrower Revolving Facility shall have delivered a certificate final maturity no earlier than the Final Revolving Termination Date. The Applicable Margin (including all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility) relating to such Incremental Facility shall be on such terms as are reasonably satisfactory to the Administrative Agent, certifying compliance with the financial test Borrower and the Lenders providing such Incremental Facility. The terms of the applicable Incremental Facility shall be as set forth in the applicable Incremental Facility Amendment; provided that (i) other than amortization (with respect to any Incremental Term Facility), pricing or maturity date, each Incremental Facility shall have the same terms as the Term Facility or the Revolving Facility, as applicable, or such clauseterms as are reasonably satisfactory to the Administrative Agent and the Borrower and (ii) no Incremental Revolving Facility shall have any amortization. Any loans made In the case of any Incremental Revolving Facility that increases the commitments under the Revolving Facility or any other existing revolving credit facility hereunder, the manner in which such increase is implemented shall be reasonably satisfactory to the Administrative Agent. At no time shall there be Revolving Commitments hereunder (including revolving commitments in respect of any such Incremental Commitment (other than Supplemental Term Loan Revolving Facility, Extended Revolving Commitments and Supplemental any original Revolving Commitments) shall be made by creating a new Tranchethat have more than four different maturity dates.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromSubject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time during the Commitment Period and after the Restatement Second Amendment Effective Date, to incur additional Indebtedness under this Credit Agreement in the form of term loans (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the each, an “Incremental Term Loan CommitmentsLoan”)) and/or increases to the Revolving Committed Amount (each, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the an “Incremental Revolving CommitmentsRevolver”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the ; each Incremental Term Loan Commitmentsand Incremental Revolver, Supplemental 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 secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (b) (1) any such Additional Loans (A) made pursuant to an Incremental Revolver shall (I) have the same terms (including interest rate, voting rights and rights to receive the proceeds of prepayments) as the existing Revolving Loans, (II) shall be considered Revolving Loans hereunder and (III) shall mature on the Extended Maturity Date and (B) made pursuant to an Incremental Term Loan shall have terms (including interest rate, maturity date, voting rights, rights to receive the proceeds of prepayments and amortization) to be agreed upon by the Administrative Agent and the Borrower at the time of such Incremental Term Loan and (2) the additional Revolving Commitments and comprising the Incremental Revolver shall be Extended Revolving Commitments, (c) each Incremental Facility shall be in a minimum principal amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof, (d) the “proceeds of any Additional Loan will be used for the purposes set forth in Section 3.11, (e) the Borrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Commitments”)Facility, provided that(f) before any Additional Loans are made, the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (g) no Default or Event of Default shall then exist or would exist after giving effect to any such Incremental Facility, (h) the Administrative Agent shall have received from the Borrower a satisfactory legal opinion of counsel to the Borrower and such other documentation as it deems reasonably necessary to effectuate each such Incremental Facility and (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 Administrative Agent shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, have received from the Borrower shall have delivered a certificate updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, certifying 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 test covenants set forth in Section 5.9 and (B) if the full amount of the Revolving Committed Amount (after giving effect to such clauseIncremental Facility) were drawn by the Borrower, the Credit Parties would be in compliance with all financial and other covenants (including covenants restricting indebtedness and liens) under the Subordinated Note Documents and the documents for all other publicly held or privately placed Indebtedness incurred in accordance with Section 6.1(p). Any loans made in respect Each Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent and the Borrower; provided that such other banks, financial institutions and investment funds shall enter into such joinder or other agreements to give effect thereto as the Administrative Agent and 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 any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheFacility therein.

Incremental Facility. From time to time, prior to the Facility Termination Date and upon at least 30 days' prior written notice to the Administrative Agent (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromwhich notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the right, at any time subject to the terms and from time to time after the Restatement Effective Dateconditions set forth below, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 the Aggregate Commitment; provided that (a) no Default or Unmatured Default shall not exceed, exist at the time of the respective Incremental request or the proposed increase in the Aggregate Commitment, (b) such increase must be in a minimum amount of $50,000,000 and in integral multiples of $5,000,000 above such amount, (c) the Aggregate Commitment becomes effective shall not be increased to an amount greater than FIVE HUNDRED TWENTY-FIVE MILLION DOLLARS ($525,000,000) without the prior written consent of the Required Lenders, (d) no individual Lender's Commitment may be increased without such Lender's written consent, (e) the Borrower shall execute and deliver such Revolving Note(s) as are necessary and requested by the applicable Lenders to reflect the increase in the Aggregate Commitment, (f) Schedule 2 shall be amended to reflect the revised Commitments of the Lenders and (g) if any Revolving Loans are outstanding at the time of an increase in the Aggregate Commitment, the Borrower will prepay (provided that any such prepayment shall be subject to Section 3.4) one or more existing Revolving Loans in an amount necessary such that after giving effect to the Incurrence increase in the Aggregate Commitment each Lender will hold its Pro Rata Share (based on its share of Indebtedness the revised Aggregate Commitment) of outstanding Revolving Loans. Any such increase in connection therewith the Aggregate Commitment shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and/or (y) the creation of a new Commitment to one or more institutions that is not an existing Lender; provided that any such institution (A) must be approved by the Borrower and the application of proceeds of any Administrative Agent (such Indebtedness, including approval not to refinance other Indebtedness), an amount that could then be Incurred unreasonably withheld) and (B) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is a manner acceptable to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to and the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Default or Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower shall have the righthas occurred and is continuing, at any time prior to March 31, 2005, the Borrower may request pursuant to the procedure set forth in Section 2.15(c), the addition of an Incremental Facility consisting of two types of new loans referred to herein as "Incremental Revolving Credit Loans" and from time to time after "Incremental Seasonal Revolving Credit Loans" (collectively, "Incremental Loans"); provided however that the Restatement Effective Date, Borrower may not make a request for an Incremental Facility in an amount other than $10,000,000. The Incremental Revolving Credit Loans shall: (i) to request new term loan commitments under one or more new term loan credit facilities upon the effectiveness of the Incremental Commitment relating thereto as provided in Section 2.15(b), be deemed to be included in Revolving Credit Loans for all purposes under this Agreement (and the “Incremental Term Loan Commitments”), other Credit Documents; (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (have the “Supplemental Term Loan Commitments”), same interest rates and related margins and commitment fees as all other Revolving Credit Loans; and (iii) otherwise have all of the same terms and conditions (other than the amount of the upfront fee) as each Revolving Credit Loan that is not an Incremental Revolving Credit Loan. In addition, all references in the Credit Documents to request new commitments under one or more new revolving facilities Revolving Credit Loans shall be deemed, as the context requires, to include references to Incremental Revolving Credit Loans made pursuant to this Agreement. The Incremental Seasonal Revolving Credit Loans shall: (i) upon the effectiveness of the Incremental Commitment relating thereto as provided in Section 2.15(b), be deemed to be included Seasonal Revolving Credit Loans for all purposes under this Agreement and the other Credit Documents; (ii) have the same interest rates and related margins and commitment fees as all other Seasonal Revolving Credit Loans; and (iii) otherwise have all of the same terms and conditions (other than the amount of the upfront fee) as each Seasonal Revolving Credit Loan that is not an Incremental Seasonal Revolving Credit Loan. In addition, all references in the Credit Documents to Seasonal Revolving Credit Loans shall be deemed, as the context requires, to include references to Incremental Seasonal Revolving Credit Loans made pursuant to this Agreement. No Lender shall have any obligation to make an Incremental Loan unless and until it commits to do so. Incremental Commitments in respect of Incremental Loans shall become part of the Total Commitments under this Agreement pursuant to (x) an amendment (an "Incremental Loan Amendment") to this Agreement executed by the Borrower, each Lender or other financial institution that is approved by the Administrative Agent which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans agrees to provide such Incremental Commitment (the “Incremental Revolving Commitments”and no other Lender shall be required to execute such amendment), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with and (y) any amendments to the financial test other Credit Documents (executed by the Borrower, its relevant Subsidiaries, and the Administrative Agent only) as the Administrative Agent shall reasonably deem appropriate to effect such purpose. Notwithstanding anything to the contrary contained herein, the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Incremental Loans are made, of each of the conditions set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheSection 4.01.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Representative shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request increase the then outstanding Commitments by requesting new term loan commitments under one or more new term loan credit facilities Commitments to be included in this Agreement added to an existing Tranche of then outstanding Commitments (the “Incremental Term Loan Supplemental Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments Commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and ) or (iviii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, collectively, the “Incremental CommitmentsFacilities” and each, an “Incremental Facility”). Notwithstanding anything to contrary herein, the principal amount of any Incremental Facility at the time such Incremental Facility becomes effective shall not exceed the Available Incremental Amount at such time. The Borrower Representative may seek to obtain Incremental Facilities from existing Lenders or other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Facilities, an “Additional Lender”), provided thatprovided, however, that (i) the aggregate amount of no Lender shall be obligated to provide an Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds Facility Increase as a result of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or request by the definition of “Maximum Incremental Facilities Amount” Borrower Representative and (ii) if any portion Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent and, in the case of an any Incremental Commitment is Revolving Commitments or Supplemental Commitments, the Swingline Lender, each Issuing Lender and the Borrowers (each such approval not to be incurred unreasonably withheld, conditioned or delayed). Each Incremental Facility Increase shall be in reliance on clause (i) a minimum aggregate amount of the definition at least $10,000,000 and in integral multiples of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth $5,000,000 in such clauseexcess thereof. Any loans made Incremental Facility Increase may be denominated in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheDollars.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Borrowers shall have the right, at any time and from time to time after the Restatement Effective Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche aggregate amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans then outstanding Commitments (the “Incremental Revolving Commitments”), and (ivii) commitments under a new revolving facility in favor of the Borrowers or any of their Restricted Subsidiaries, consisting of either (A) a FILO Tranche to increase any then be included in this Agreement; provided that the existing Tranche of A-1 Commitments have been terminated or (B) revolving commitments by requesting new revolving loan commitments be added extended to such existing Tranche of revolving commitments a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary (the “Supplemental New Revolving Commitments,”) or (iii) one or more term loans (the “Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments and the New Revolving Commitments, Supplemental Term Loan Commitments collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this subsection 2.6 shall specify (x) in the case of a request for Incremental Revolving Commitments, whether the “Incremental Commitments”), provided thatTranche A Commitments or the Tranche A-1 Commitments (or a combination of the above) are requested to be increased, (iy) in the aggregate amount case of a request for New Revolving Commitments, the identity of the borrower thereunder, and whether such New Revolving Commitments will consist of a FILO Tranche or revolving commitments extended to a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary and (z) in the case of a request for Incremental Commitments permitted pursuant ABL Term Loans, whether such loans will count as Aggregate Tranche A Credit Extensions or Aggregate Tranche A-1 Credit Extensions (or a combination of the above). Notwithstanding anything to this subsection 2.5 shall not exceedthe contrary herein, at the time the respective Incremental Commitment becomes effective (and after giving effect to any new Incremental Facility, the Incurrence aggregate principal amount of Indebtedness in connection therewith any Incremental ABL Term Loans, New Revolving Commitments or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time, and the application aggregate principal amount of proceeds the Facilities plus (without duplication) the aggregate outstanding amount of all Incremental Facilities shall not exceed $1,800,000,000 at such time. The Parent Borrower may seek to obtain Incremental Revolving Commitments, New Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Revolving Commitments or Incremental ABL Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such Indebtednessrequest by the Borrowers, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion Additional Lender which is not an existing Lender shall be subject to the approval of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with each Swing Line Lender, each Issuing Lender and the financial test set forth Borrowers (each such approval not to be unreasonably withheld) but in each case only to the extent that such clause. Any loans made in respect of any approval would be required pursuant to subsection 11.6 if such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheAdditional Lender were an Assignee).

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromAt any time during the Revolving Commitment Period, the Borrower shall have the right, at any time and Borrowers may request from time to time after the Restatement Effective Date, (i) to request new term loan commitments under from one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one Lenders or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance from other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate Eligible Assignees reasonably acceptable to the Administrative Agent, certifying compliance with the financial test Issuing Lender, the Swingline Lender and the Borrowers (but subject to the conditions set forth in clause (b) below) the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount at such clausetime (each such increase, an “Increase”); provided that the Borrowers may not request an Increase on more than three occasions during the term of this Agreement and provided that any such Increase shall be subject to the consent of the Administrative Agent. Any loans made No Lender shall be obligated to increase its Revolving Commitments in respect connection with a proposed Increase. To the extent sufficient existing Lenders do not agree to increase their Commitments on terms acceptable to the Borrowers, or to the extent such Lenders have not promptly responded to the Borrowers’ request for such increase, the Borrowers may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender pursuant to a joinder agreement in connection with the proposed Increase (provided that the joinder of any such Incremental Commitment “Lender” for the purpose of providing all or any portion of any such Increase shall require the consent (other than Supplemental Term Loan Commitments not to be unreasonably withheld or delayed) of Administrative Agent, the Issuing Lender, the Swingline Lender and Supplemental Revolving Commitments) the Required Lenders. Any Increase shall be made by creating a new Tranchein 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 Total Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Borrowers shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche aggregate amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans then outstanding Commitments (the “Incremental Revolving Commitments”), and ) or (ivii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitmentscollectively, the “Incremental CommitmentsFacilities” and each, an “Incremental Facility”). Notwithstanding anything to 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 other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Revolving Commitments or Incremental ABL Term Loans, an “Additional Lender”), provided thatprovided, however, that (i) the aggregate amount of no Lender shall be obligated to provide an Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds Facility Increase as a result of any such Indebtednessrequest by the Borrowers, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of Additional Lender which is not an Incremental Commitment is existing Lender shall be subject to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”approval of, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth Swingline Lender, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Incremental Facility Increase shall be in such clausea minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof. Any loans made Incremental Facility Increase may be denominated in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheDollars.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time after the Restatement Effective Date, (i) to Date request new term loan commitments under one or more new term loan credit facilities to be included increases in this Agreement the Revolving Credit Commitments (the each, a “Incremental Term Loan CommitmentsRevolving Credit Commitment Increase”); provided, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)however, (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, that (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 all Revolving Credit Commitment Increases shall not exceedexceed $500,000,000, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if no Revolving Credit Commitment Increases shall be requested later than six months prior to the Scheduled Termination Date, (iii) each Revolving Credit Commitment Increase shall be in an amount not less than $25,000,000 and (iv) any portion of an Incremental Revolving Credit Commitment is to Increase shall be incurred in reliance on clause (i) permitted by the terms of the definition Senior Notes and the Senior Secured Notes. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any Arranger or any Lender to negotiate for, solicit, provide or commit to provide any Revolving Credit Commitment Increase. Following the receipt by the Administrative Agent of “Maximum Incremental Facilities Amount”the Borrower’s request to obtain a Revolving Credit Commitment Increase, the Borrower Administrative Agent shall have delivered a certificate promptly notify each Lender of such proposed Revolving Credit Commitment Increase and of the proposed terms and conditions therefor as provided in the Borrower’s notice with respect thereto. Each 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 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, certifying compliance with an “Incremental Credit Extension Date”), which shall be in any case on or after the financial test date of satisfaction of the conditions precedent set forth in such clause. Any loans made in respect of any such Incremental Commitment Section 3.5 (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromThe Borrower Representative may by written notice to the Administrative Agent elect to request, prior to the Borrower shall have the right, at any time and from time to time after the Restatement Effective Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”)any such increase, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and by an amount not in excess of $50,000,000 in the aggregate so long as the Secured Leverage Ratio (ivcalculated on a pro forma basis) is no more than 3.00:1.00, in each case, with respect to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving 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 Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (an “Incremental Revolving Loan Lender”) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments be allocated and the amounts of such allocations and any Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment. Such Incremental Revolving 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 Incremental Revolving Commitments”; (2) the Borrowers shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), provided thatafter giving effect to such Incremental Revolving Commitments; (3) the Incremental Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register, and each Incremental Revolving Loan Lender shall be subject to the requirements set forth in Section 2.32(c); (4) the Borrower Representative shall make (or cause to be made) any payments required pursuant to Section 2.32(c) in connection with the Incremental Revolving Commitments; and (5) the Borrower Representative shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) reasonably requested by the Administrative Agent in connection with any such transaction. Notwithstanding anything to the contrary in this Section 2.34 or in any other provision of any Loan Document, if the proceeds of any Incremental Revolving Commitments are intended to be applied to finance an acquisition or other Investment and the Lenders providing such Incremental Revolving Commitments so agree, the availability thereof shall (x) not be subject to the requirements set forth in clauses (1) or (2) above or clauses (ii) or (iii) of Section 3.02(a) and/or (y) be subject to customary “SunGard” or “certain funds” conditionality. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ia) each of the aggregate amount applicable Revolving Lenders shall assign to each of the Incremental Commitments permitted pursuant to this subsection 2.5 Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall not exceedpurchase from each of the applicable Revolving Loan Lenders, at the time principal amount thereof (together with accrued interest), such interests in the respective applicable 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 applicable Revolving Loan Lenders and Incremental Commitment becomes effective (and Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the Incurrence addition of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate Revolving Commitments to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be made deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders and (z) in the case of each notice to any applicable Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by creating a new Tranchethis Section. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans; provided that if the Incremental Revolving Loan Lenders require an interest rate in excess of the interest rate or commitment fees in excess of the commitment fees then applicable to the Revolving Loans or Revolving Commitments, the interest rate on the Revolving Loans and the commitment fees on the Revolving Commitments shall be increased to equal such required rate without further consent of the affected Lenders. Each Joinder Agreement 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 provisions of this Section 2.34.

Incremental Facility. (a) So long as no Event After the Closing Date and subject to the terms and conditions of Default under subsection 8(a) or 8(f) exists or would arise therefromthis Agreement, the Borrower shall have may request an Incremental Facility Commitment on any Business Day in the right, at any time and from time to time after the Restatement Effective Date, form of (i) to request new term loan commitments under one or more new Term Loan facilities and/or (ii) an increase in the existing Term Loan by sending notice thereof to the Administrative Agent for distribution to the Lenders; provided, however, (A) the aggregate principal amount of any Incremental Facility Loan during the term loan credit facilities to be included in of this Agreement shall not exceed the Incremental Facility Amount, (B) after giving effect on a Pro Forma Basis to such Incremental Facility Loan and any Permitted Acquisition or Investment made with the “Incremental Term Loan Commitments”proceeds thereof, the Consolidated Total Net Leverage Ratio shall be less than the maximum amount permitted pursuant to Section 7.8(a), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (iC) the aggregate amount Borrower may not request an Incremental Facility Commitment after the occurrence and during the continuance of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceedan Event of Default, at the time the respective Incremental Commitment becomes effective (and including, without limitation, any Event of Default that would result after giving effect to the Incurrence of Indebtedness in connection therewith any Incremental Facility Loan and the application anticipated use of proceeds of any thereof (unless the Lenders providing such Indebtedness, including to refinance other IndebtednessIncremental Facility Loan otherwise agree), (D) (1) each request for an Incremental Facility Commitment shall be in a minimum principal amount that could then of $5,000,000 and (2) on the effective date of the requested Incremental Facility Commitment (after giving effect thereto and the use of proceeds thereof) the aggregate principal amount of the outstanding Incremental Facility Loans shall not exceed the Incremental Facility Amount, (E) the maturity date for Incremental Facility Loans shall not be Incurred under this Agreement earlier than the date certain set forth in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Term Loan Maturity Date, (F) the Weighted Average Life to Maturity of any Incremental Facilities Amount” Facility Loan shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and (iiG) if except as set forth in this Section 2.17 with respect to maturity, amortization and all-in yield, any portion Incremental Facility Loans shall have the same terms as the existing Term Loans or shall have terms that are not more restrictive to the Borrower and its Subsidiaries than the terms applicable to the existing Term Loans. Any Incremental Facility Commitment shall be governed by the related Notice of an Incremental Commitment is to be incurred Facility Commitment, this Agreement and the other Loan Documents. The Borrower may seek commitments in reliance on clause (i) respect of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate Facility Commitments from existing Lenders and other lenders reasonably satisfactory to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect The decision of any Lender to provide an Incremental Facility Commitment to the Borrower shall be at such Incremental Commitment (other than Supplemental Term Loan Commitments Lender’s sole discretion and Supplemental Revolving Commitments) shall be made in writing. No Lender shall have an obligation to participate in any Incremental Facility Commitment. Amendments to this Agreement that are required to give effect to an Incremental Facility shall only require the consent of the Borrower and Administrative Agent, except to the extent that a specific Lender’s consent is otherwise required with respect to an issuance by creating a new Tranchesuch Lender of any Incremental Facility Commitment.

Incremental Facility. (a) So Subject to the terms of this Agreement and so long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromhas occurred and is continuing, the Borrower shall have may request, by written notice to the rightAdministrative Agent delivered not more than twice over the term of this Agreement, at any time and from time to time after the Restatement Effective Date, (i) to request new that a revolving credit and/or term loan facility (the "Incremental Facility") in a specified principal amount which (when aggregated with the outstanding principal amount of Loans and unused amount of commitments under one or more new all other Incremental Facilities provided pursuant to this Section) shall not exceed $100,000,000 pursuant to which revolving loans and/or term loan credit facilities loans will be made to be included in the Borrower pursuant to this Agreement Agreement. Loans made pursuant to the Incremental Facility will (the “Incremental Term Loan Commitments”subject to clause (c)), be on terms and conditions satisfactory to the Required Lenders, with (iix) revolving loans under the Incremental Facility being instituted as an increase to the then existing Revolving Loan Commitment Amount (and having a maturity date the same as the Stated Maturity Date), and loans made thereunder being "Revolving Loans" hereunder and otherwise treated pari passu (including as to repayments, prepayments, interest rate, commitment fees, mandatory commitment reductions, risk participations in Letters of Credit and collateral) pro rata with all other Revolving Loans and (y) term loans under the Incremental Facility being instituted as an increase any then-existing Tranche to the aggregate outstanding principal amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of the Term Loans (and having a maturity date the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (same as the “Incremental Revolving Commitments”Stated Maturity Date), and loans made thereunder being "Term Loans" hereunder and otherwise treated pari passu (ivas to repayments, prepayments, mandatory commitment reductions and collateral) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together pro rata with the Incremental all other Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”)Loans, provided that, (i) that the aggregate amount Weighted Average Life to Maturity of such Incremental Commitments permitted pursuant Facility term loans shall in no event be shorter than the Weighted Average Life to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) Maturity of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental then outstanding Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheLoans.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, may at any time and from time to time after the Restatement Fifth Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of (collectively, the “Incremental Facilities”) a new tranche of term loans (an “Incremental Term Facility”) or an increase in the Revolving Commitments (“Incremental Revolving Commitments”) or a combination thereof; provided that (i) at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to request new term loan commitments under one below, no Default or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”)Event of Default shall exist, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to the Borrower shall be added in compliance with Sections 6.13, 6.14 and 6.16 determined on a pro forma basis both before and after giving effect to such existing Tranche Incremental Facility (as if such Incremental Facility had been outstanding on the last day of Term Loans (the “Supplemental Term Loan Commitments”most recent fiscal quarter for testing compliance therewith), (iii) 100% of the Net Proceeds received in respect of any Incremental Term Facility shall be used to request new commitments under one prepay, repurchase or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (redeem the “Incremental Revolving Commitments”), Senior Notes and (iv) all fees and expenses owing to increase the Administrative Agent and the Lenders in respect of such Incremental Facility shall have been paid (provided that the Administrative Agent will consult with the Borrower before agreeing to any then existing Tranche commitment or upfront fees with the banks or other financial institutions providing such Incremental Facility). The Incremental Facilities shall be in an aggregate principal amount not exceeding (in the aggregate) $200,000,000, each Incremental Term Facility shall be in an aggregate principal amount not less than $50,000,000, and each of revolving commitments by requesting new revolving loan commitments the Incremental Revolving Commitments shall be added in an aggregate principal amount not less than $10,000,000. Each Incremental Facility (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) in the case of an Incremental Term Facility, shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (c) below, have amortization and commitment reductions prior to such existing Tranche date), (c) in the case of revolving commitments an Incremental Term Facility, shall have a weighted average life that is not less than that of the Term Loans, and (d) in the “Supplemental case of an Incremental Term Facility, for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans; provided that (x) the terms and conditions applicable to any Incremental Facility maturing after the Term Loan Maturity Date or, if the Term Loans have been paid in full as of the date of the issuance or incurrence of any such Incremental Facility, maturing after the Revolving Commitments,” Maturity Date, may provide for material additional or different financial or other covenants applicable only during periods after the Term Loan Maturity Date or Revolving Maturity Date, as the case may be, and together with (y) the Incremental Term Loan CommitmentsFacility may be priced differently than the Term Loans. Any such notice shall set forth the requested amount and terms of the relevant Incremental Facility. The Borrower may arrange for one or more banks or other financial institutions, Supplemental Term Loan Commitments each of which shall be reasonably satisfactory to the Administrative Agent and the Borrower and, with respect only to Incremental Revolving Commitments, the Issuing Bank (any such bank or other financial institution being called an “Incremental CommitmentsAdditional Lender”), provided thatto extend commitments under the Incremental Facility, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 and each existing Lender shall be afforded an opportunity, but shall not exceedbe required, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any provide a portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment Facility. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and each Additional Lender shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other than Supplemental Term Loan Commitments Documents, executed by the Borrower, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and Supplemental Revolving Commitmentsthe Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents to the extent (but only to the extent) necessary to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be made by creating a new Tranchesubject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Facility Amendment). Except as otherwise expressly set forth above, the proceeds of the Incremental Facilities will be used for working capital and other general corporate purposes, including consideration for Permitted Acquisitions. Notwithstanding anything contained herein to the contrary, from and after the Fifth Amendment Effective Date, no Incremental Revolving Commitments may be issued or funded hereunder and the foregoing provisions of this Section 2.19 as it relates to the issuance or funding of Incremental Revolving Commitments shall be of no further force and effect.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time after the Restatement Amendment No. 5 Effective Date, (i) to Date request new term loan commitments under one or more new term loan credit facilities to be included increases in this Agreement the Revolving Credit Commitments (the each, a “Incremental Term Loan CommitmentsRevolving Credit Commitment Increase”); provided, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)however, (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, that (i) the aggregate amount of all Revolving Credit Commitment Increases (A) after the Amendment No. 5 Effective Date and until (and including) the last day of the Amendment No. 5 Incremental Period shall not exceed $100,000,000 with such Revolving Credit Commitment Increases having the same terms and conditions as the Amendment No. 5 Incremental Commitments permitted pursuant to this subsection 2.5 and (B) on the day after the last day of the Amendment No. 5 Incremental Period shall not exceedexceed $500,000,000, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if no Revolving Credit Commitment Increases shall be requested later than six months prior to the Scheduled Termination Date, (iii) each Revolving Credit Commitment Increase shall be in an amount not less than $25,000,000 and (iv) any portion of an Incremental Revolving Credit Commitment is to Increase shall be incurred in reliance on clause (i) permitted by the terms of the definition Senior Notes and the Senior Secured Notes. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any Arranger or any Lender to negotiate for, solicit, provide or commit to provide any Revolving Credit Commitment Increase. Following the receipt by the Administrative Agent of “Maximum Incremental Facilities Amount”the Borrower’s request to obtain a Revolving Credit Commitment Increase, the Borrower Administrative Agent shall have delivered a certificate promptly notify each Lender of such proposed Revolving Credit Commitment Increase and of the proposed terms and conditions therefor as provided in the Borrower’s notice with respect thereto. Each 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 forwarding its commitment therefor to the Administrative Agent in form and substance satisfactory to the Administrative Agent, certifying compliance with . The Administrative Agent and the financial test set forth in Borrower shall allocate the commitment under such clause. Any loans made in respect of any such Incremental Revolving Credit Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.Increase AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the each applicable Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request new term loan commitments under one an increase of the aggregate amount of the then outstanding Pro Rata Revolving Credit Commitments or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan ANZ Revolving Credit Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans as applicable (the “Incremental Revolving Commitments”), and ) or (ivii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments, Supplemental collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this Section 2.5 shall specify, (A) in the case of a request for Incremental Revolving Commitments, whether the Pro Rata Revolving Credit Commitments or the ANZ Revolving Credit Commitments (or a combination thereof) are requested to be increased and (B) in the case of a request for Incremental ABL Term Loan Loans, (x) whether such loans will be made to a U.S. Borrower, a ROW Borrower, a Canadian Borrower and/or an ANZ Borrower (including in each case any Additional Borrower) and (y) the currency in which such loans will be denominated, which shall be Dollars (to the extent made to a U.S. Borrower), Dollars, Euros, Sterling or any other Alternative Currency (to the extent made to a ROW Borrower), Cdn. Dollars or Dollars (to the extent made to a Canadian Borrower) or Dollars, Australian Dollars or New Zealand Dollars (to the extent made to an ANZ Borrower). Incremental ABL Term Loans will count as U.S. Revolving Loans (to the extent made to a U.S. Borrower), ROW Revolving Loans (to the extent made to a ROW Borrower), Canadian Revolving Loans (to the extent made to a Canadian Borrower) or ANZ Revolving Loans (to the extent made to an ANZ Borrower) for purposes of determining the Aggregate U.S. Revolver Outstandings, the Aggregate ROW Revolver Outstandings, the Aggregate Canadian Revolver Outstandings and the Aggregate ANZ Revolver Outstandings, as applicable. Notwithstanding anything to the contrary herein, after giving effect to any new Incremental Facility, the Equivalent Amount in Dollars of the aggregate principal amount of any Incremental ABL Term Loans or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time. The Borrowers may seek to obtain Incremental Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any other Persons, as applicable (each, an “Incremental Facility Increase”), provided, however, that (A) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such request by any of the Borrowers, and (B) any Additional Lender which is not an existing Lender shall be subject to the approval of the Agent and the Borrowers’ Agent and, in the case of Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith Swingline Lenders and the application Letter of proceeds of any Credit Issuers (each such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is approval not to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Trancheunreasonably withheld).

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, Upon notice to the Borrower Administrative Agent (whereupon the Administrative Agent shall have promptly notify the rightLenders), at any time and after the Closing Date, the Borrower may from time to time after the Restatement Effective Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of additional Commitments for Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the each an “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,Commitment” and together with the Incremental Term Loan Commitmentsall of them, Supplemental Term Loan Commitments and Incremental Revolving Commitmentscollectively, the “Incremental Commitments”); provided that (x) after giving effect to any such addition, provided that, (i) the aggregate amount of Incremental Commitments permitted that have been added pursuant to this subsection 2.5 Section shall not exceedexceed $100,000,000 and (y) any such addition or increase shall be in an amount of not less than $5,000,000. (b) Any Loans made in respect of any Incremental Commitments (the “Incremental Term Loans”) shall be made by increasing the Aggregate Commitments with such Incremental Term Loans having identical terms (including pricing) as the existing Term Loans. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the Incremental Commitments. Incremental Term Loans (or any portion thereof) may be made by any existing Lender or by any other bank, at financial institution or other investing entity (any such bank, financial institution or other investing entity, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Term Loans if such consent would be required under Section 8.4 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. Any Incremental Commitments shall become effective 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 Incremental Lender, if any, and the Administrative Agent. At the time of the respective sending of such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental Commitment becomes and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may, after first offering such increase to the existing Lenders as provided above, invite Incremental Lenders to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) If any Incremental Commitments are added in accordance with this Section 2.20, the Administrative Agent shall determine the effective date (the “Incremental Commitments Effective Date”) and the final allocation of such addition; provided, that any existing Lender electing to participate in the proposed Incremental Commitments shall have the right to participate in the proposed increase or addition on a pro rata basis in accordance with Term Loans held by such Lender as of the Business Day prior to the Incremental Commitments Effective Date. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such addition and the Incremental Commitments Effective Date. As conditions precedent to such addition, (i) the Borrower shall deliver to the Administrative Agent a certificate substantially in the form attached hereto as Exhibit 3.1(b)(vi) dated as of the Incremental Commitments Effective Date, and (ii) each of the conditions set forth in Section 3.2 shall be satisfied as of the Incremental Commitments Effective Date. On the Incremental Commitments Effective Date, each Lender or Incremental Lender which is providing an Incremental Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) shall make an Incremental Term Loan to the Borrower in a principal amount equal to such Incremental Term Commitment, and such Incremental Term Loan shall be a “Loan” for all purposes of this Agreement and the other Loan Documents and (iii) the Borrower shall execute and deliver to each Lender or Incremental Lender providing an Incremental Commitment a new Subordinated Term Note in the amount of such Lender’s or Incremental Lender’s Incremental Term Loans after giving effect to the Incurrence of Indebtedness Incremental Commitments. (e) This Section shall supersede any provisions in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate Section 8.2 to the Administrative Agent, certifying compliance with the financial test set forth in such clausecontrary. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheARTICLE III.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromAfter the Effective Date, the Borrower shall will have the right, at any time and from time without the consent of the Lenders, to time after the Restatement Effective Date, (i) to request new term loan commitments establish a revolving credit facility under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Facility”); provided that (a) after giving effect to the Incremental Facility, the outstanding principal amount of Loans outstanding under all portions of the Facility plus the commitments under the Incremental Facility (whether funded or not), shall not exceed $150,000,000, (b) all representations and warranties set forth in Article III and the other Loan Commitments”Documents must be true and correct in all material respects upon giving effect to the Incremental Facility and no Default shall have occurred or be continuing at either the time of the request or the effective date of such increase, (c) any such increase must be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof, and (d) after giving effect to the Incremental Facility, on a pro forma basis, the Total Debt to EBITDA Ratio will be no greater than 0.50 to 1.00 less than the level set forth in Section 6.1(b) for such Computation Period, and (e) the Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 6.1(a), in each case under this clause (e), as of the effective date of the Incremental Facility (assuming that the Incremental Facility is fully drawn). The Borrower shall offer, in consultation with the Administrative Agent, the Incremental Facility to the Lenders (but no Lender will have an obligation to commit to all or any portion of the Incremental Facility). If the Lenders are not willing to commit to the Incremental Facility, the Borrower may offer the Incremental Facility or any portion thereof to other third party financial institutions (which must be reasonably acceptable to the Administrative Agent); provided that such new third party institution must have a commitment of at least $15,000,000. The Incremental Facility shall be established on terms customary for transactions of its size and type and (i) shall contain representations and warranties, covenants, indemnification provisions, events of default and other material terms that are identical to the Facility (unless otherwise reasonably satisfactory to the Lenders), (ii) to increase provide for any then-existing Tranche of Term Loans by requesting new term loan commitments revolving lenders thereunder to be added to such existing Tranche of Term Loans (secured on a pari passu basis with the “Supplemental Term Loan Commitments”)Lenders under the Facility, (iii) to request new commitments under one appoint the Administrative Agent as agent for the revolving lenders (whether or more new revolving facilities to be included in this Agreementnot the Administrative Agent, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”as Lender, is participating thereunder), and (iv) will rank pari passu in right of payment and with respect to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together security with the Facility and the borrower and guarantors of the Incremental Term Loan Commitments, Supplemental Term Loan Commitments Facility shall be the same as the Borrower and Guarantors with respect to the Facility. In connection with any Incremental Revolving CommitmentsFacility, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”Borrower, the Borrower Administrative Agent and each applicable Lender shall have delivered a certificate execute and deliver to the Administrative Agent, certifying compliance with Agent an Incremental Amendment and such other documentation as the financial test set forth in such clauseAdministrative Agent shall reasonably specify to evidence the Incremental Facility. Any loans made Incremental Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as 51 Credit Agreement may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of the Incremental Facility on terms consistent with this Section (including amendments to permit accrued interest and fees to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately the Lenders holding such Incremental Facility in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Incremental Facility on such terms as may be set forth in the relevant Incremental Amendment) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Incremental Commitment (Facility or any other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made transaction contemplated by creating a new Tranchethis Section.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time after the Restatement Amendment No. 4 Effective Date, (i) to Date request new term loan commitments under one or more new term loan credit facilities to be included increases in this Agreement the Revolving Credit Commitments (the each, a “Incremental Term Loan CommitmentsRevolving Credit Commitment Increase”); provided, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)however, (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, that (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 all Revolving Credit Commitment Increases shall not exceedexceed $500,000,000, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if no Revolving Credit Commitment Increases shall be requested later than six months prior to the Scheduled Termination Date, (iii) each Revolving Credit Commitment Increase shall be in an amount not less than $25,000,000 and (iv) any portion of an Incremental Revolving Credit Commitment is to Increase shall be incurred in reliance on clause (i) permitted by the terms of the definition Senior Notes and the Senior Secured Notes. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any Arranger or any Lender to negotiate for, solicit, provide or commit to provide any Revolving Credit Commitment Increase. Following the receipt by the Administrative Agent of “Maximum Incremental Facilities Amount”the Borrower’s request to obtain a Revolving Credit Commitment Increase, the Borrower Administrative Agent shall have delivered a certificate promptly notify each Lender of such proposed Revolving Credit Commitment Increase and of the proposed terms and conditions therefor as provided in the Borrower’s notice with respect thereto. Each 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 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, certifying compliance with an “Incremental Credit Extension Date”), which shall be in any case on or after the financial test date of satisfaction of the conditions precedent set forth in such clause. Any loans made in respect of any such Incremental Commitment Section 3.5 (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, may at any time and or from time to time after the Restatement Effective 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 additional tranches of term loans, revolving facilities or letter of credit facilities (each, an “Incremental Facility”), provided that (i) at the time and after the effectiveness of any Incremental Amendment referred to request new term loan commitments under one below, no Default or more new term loan credit facilities to Event of Default shall have occurred and be included in this Agreement (the “Incremental Term Loan Commitments”)continuing, (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of 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 (to increase any then-existing Tranche the extent not available to issue letters of Term Loans by requesting new term loan commitments to be added to credit) had been fully used on the last day of such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), period and (iii) the Consolidated Leverage Ratio determined on a pro forma basis as of the last day of the most recent fiscal quarter of the Borrower for which financial statements are available, determined as if any term loans under such Incremental Facility had been outstanding on the last day of such period, shall be less than 2.5 to request new commitments 1.0. Each Incremental Facility shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under one the limit set forth in the next sentence) and there shall be not more than 3 requests for Incremental Facilities. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $200,000,000. Any Incremental Facility (a) shall rank pari passu in right of payment and of security with the Loans, (b) shall not mature earlier than the Maturity Date or more new revolving facilities to be included in this Agreement, have a weighted average life (if applicable) which new revolving facilities may include one or more subfacilities for letters is shorter than the then remaining average life of credit or swing line loans (the “Incremental Revolving Commitments”)Loans, and (ivc) shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Facility, provided that (A) to increase the extent such terms and documentation are not consistent with the Facility (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent and (B) if the Applicable Margin (which term for purposes of this Section 2.20 shall include any then existing Tranche original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of revolving commitments OID) payable by requesting new revolving loan commitments the Borrower to the lenders under Facility or the Incremental Facility, as applicable, in the primary syndication thereof (with OID being equated to interest based on assumed three-year life to maturity)) relating to any Incremental Facility exceeds the Applicable Margin relating to the Facility immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin relating to the Facility shall be added adjusted to equal the Applicable Margin relating to such existing Tranche Incremental Facility. Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of revolving commitments (the “Supplemental Revolving Commitments,” relevant Incremental Facility and together with the Lenders or other Persons willing to provide the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Facility. The Incremental Revolving Commitments, Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Incremental CommitmentsAdditional Lender”), provided that, that the Administrative Agent shall have consented (inot to be unreasonably withheld) the aggregate amount to such Lender’s or Additional Lender’s providing such Incremental Facility if such consent would be required under Section 10.6 for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments permitted under this Agreement pursuant to an amendment (an “Incremental 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 pursuant to Section 10.1(e) hereof. The Incremental 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 reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2 (it being understood that all references to the Delayed Draw Funding Date or similar language in such Section 5.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Trancheparagraph.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f(f) exists or would arise therefrom, the Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), and (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and ) (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) either (x) after giving pro forma effect to any Incurrence or Discharge of Indebtedness on the date the applicable Incremental Commitment Amendment (as defined below) becomes effective, the Consolidated Secured Leverage Ratio shall be less than or equal to 4.75:1.00 (and the Borrower shall deliver a certificate, no later than two Business Days (or such shorter period as agreed between the Borrower and the Administrative Agent) prior to the date on which such Incremental Commitment shall become effective to the Administrative Agent certifying that the Consolidated Secured Leverage Ratio shall be less than or equal to 4.75:1.00) or (y) the aggregate then outstanding principal amount of the sum of all unutilized Incremental Commitments permitted pursuant to this subsection 2.5 shall and Incremental Loans does not exceedexceed $750 million, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if upon the effectiveness of any portion of an Incremental Commitment is to be incurred in reliance on clause Amendment (i) as defined below), no Default or Event of the definition of “Maximum Incremental Facilities Amount”, the Borrower Default shall have delivered a certificate to occurred and be continuing and (iii) the Administrative Agent, certifying compliance with the financial test representations and warranties set forth in such clauseSection 4 shall be true and correct in all material respects on and as of the effective date of any Incremental Commitment Amendment (although any representations and warranties that expressly relate to a given date shall be required only to be true and correct in all material respects as of the respective date or the respective period, as the case may be). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, right to increase the commitments to the Senior Credit Facility in an aggregate amount up to $100,000,000 at any time on or before the final maturity date, on the same terms as in the Existing Credit Agreement after giving effect to the Documentation Principles. Purpose: Proceeds of the Senior Credit Facility (in up to an amount equal to or less than the difference between (a) the amount that would not cause the Total Leverage Ratio (as defined in the Existing Credit Agreement after giving effect to the Documentation Principles), calculated on a pro forma basis after giving effect to the consummation of the Transactions and from time the initial funding of the Senior Credit Facility, to time after exceed 4.75:1.00 minus (b) any Pro Rata Purchase Price Reduction (as defined below)), together with the Restatement Effective proceeds of the Arc Equity Contribution, shall be used on the date that the initial funding under the Senior Credit Facility occurs (the “Closing Date, ”) (i) to request new term loan commitments under one finance, directly or more new term loan credit facilities to be included in this Agreement indirectly, the acquisition (the “Incremental Term Loan CommitmentsAcquisition”) of 60% of the membership interests of Joliet Bulk, Barge & Rail LLC (the “Acquired Business”), (ii) to increase any then-refinance existing Tranche indebtedness under that certain Second Amended and Restated Revolving Credit Agreement, dated as of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans November 12, 2013 (the “Supplemental Term Loan CommitmentsExisting Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Existing Credit Agreement), by and among the Company, the lenders from time to time party thereto (collectively, the “Existing Lenders”) and SunTrust Bank, as administrative agent for the Existing Lenders, and (iii) to request new commitments under one or more new revolving facilities to be included in this Agreementpay fees, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (costs and expenses incurred by the “Incremental Revolving Commitments”), Borrower and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness its affiliates in connection therewith with entering into the Senior Credit Facility and consummating the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” Acquisition and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) transactions related thereto. Proceeds of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) Senior Credit Facility shall be made by creating a new Trancheused after the Closing Date to provide for working capital and capital expenditures relating to terminal construction and for other general corporate purposes.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower shall have the right, at At any time and from time to time after time, subject to the Restatement Effective Dateterms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (i) whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under to add one or more new additional tranches of term loan credit facilities to be included in this Agreement loans (the “Incremental Term Loan CommitmentsLoans”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under or one or more new revolving facilities to be included increases in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans the Revolving Commitments (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, that at the time of each such request and upon the respective effectiveness of each Incremental Commitment becomes effective Facility Amendment, (A) no Default or Event of Default has occurred and after giving effect to is continuing or shall result therefrom, (B) in the Incurrence case of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) Incremental Term Loans or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be Revolving Commitments incurred in reliance on clause (iz) of the definition of “Maximum Incremental Facilities Amount”, after giving effect to any permanent repayment of Indebtedness by the Borrower or any of its Restricted Subsidiaries that has occurred during the most-recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) but prior to or simultaneous with the making of such Incremental Term Loans or Incremental Revolving Commitments, the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.11 and 6.12, recomputed 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) (assuming, in the case of any Incremental Revolving Facility, that the commitments thereunder are fully drawn) and (C) the Borrower shall have delivered a certificate of a Financial Officer to the Administrative Agent, certifying compliance with the financial test effect set forth in such clauseclauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above. Any loans made in respect Notwithstanding anything to contrary herein, the principal amount of any Incremental Term Loans or Incremental Revolving Commitments shall not exceed the Incremental Amount at such time; provided that the Borrower shall be permitted a one-time additional incurrence of Incremental Revolving Commitments in principal amount not to exceed $20,000,000 (the “Additional Revolving Commitment Incurrence”). Each tranche of Incremental Term Loans and Incremental Revolving Commitments shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $50,000,000 in case of Incremental Term Loans or $25,000,000 in case of Incremental Revolving Commitments (other than Supplemental Term Loan Commitments and Supplemental the Additional Revolving Commitments) shall Commitment Incurrence), provided that such amount may be made by creating a new Trancheless than the applicable minimum amount if such amount represents all the remaining availability under the Incremental Amount set forth above.

Incremental Facility. (a) So long as no Event of Default exists or would arise therefrom (or, in the case of an Incremental Facility the proceeds of which will be used to finance a Limited Condition Transaction, only to the extent required by the applicable Incremental Lenders; provided that in any event, no Event of Default under subsection 8(aSection 9.1(a) or 8(f9.1(f) exists or would arise therefrom), the Parent Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities (including new term loan “C” letter of credit facilities) to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and (iii) to increase any Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche (including new term loan letter of credit commitments under an Existing Tranche of term “C” loans) of Term Loans (the “Supplemental Term Loan Commitments”), (iv) to increase any then existing the Existing Tranche of revolving commitments Revolving Commitments by requesting new revolving loan commitments Revolving Commitments be added to such existing an Existing Tranche of revolving commitments Revolving Commitments (the “Supplemental Revolving Commitments,”), and (v) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and and, together with the Incremental Term Loan Commitments, the Incremental Revolving Commitments, the Supplemental Term Loan Commitments and Incremental the Supplemental Revolving Commitments, the “Incremental Commitments” and an incremental facility established pursuant to any of the foregoing an “Incremental Facility”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 Section 2.9 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in Amount at such clausetime. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, each of the U.S. Borrowers and the Canadian Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan aggregate amount of the then outstanding U.S. Revolving Credit Commitments and/or Canadian Revolving Credit Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans respectively (the “Incremental Revolving Commitments”), and ) or (ivii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments, Supplemental Term Loan Commitments collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this Section 2.6 shall specify (x) in the case of a request for Incremental Revolving Commitments, whether the “U.S. Revolving Credit Commitments or the Canadian Revolving Credit Commitments (or a combination of the above) are requested to be increased and (y) in the case of a request for Incremental Commitments”ABL Term Loans, whether such loans will be made to a U.S. Borrower or the Canadian Borrower (or both). Incremental ABL Term Loans will count as U.S. Revolving Loans (to the extent made to a U.S. Borrower) or Canadian Revolving Loans (to the extent made to the Canadian Borrower) for purposes of determining the Aggregate U.S. Revolver Outstandings and the Aggregate Canadian Revolver Outstandings, provided thatas applicable. Notwithstanding anything to the contrary herein, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to any new Incremental Facility, the Incurrence aggregate principal amount of Indebtedness in connection therewith and any Incremental ABL Term Loans or Incremental Revolving Commitments shall not exceed the application of proceeds Available Incremental Amount at such time. The Borrowers may seek to obtain Incremental Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any other Persons, as applicable (each, an “Incremental Facility Increase”), provided, however, that (i) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such Indebtednessrequest by any of the Borrowers, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any Additional Lender which is not an existing Lender shall be subject to the approval of the Agent, the U.S. Swingline Lender (to the extent such Incremental Facility (or portion thereof) is being made to a U.S. Borrower), the Canadian Swingline Lender (to the extent such Incremental Facility (or portion thereof) is being made to the Canadian Borrower), the Letter of an Incremental Commitment is Credit Issuers and the Borrowers’ Agent (each such approval not to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Trancheunreasonably withheld).

Incremental Facility. (a) So long as no Event From time to time upon at least 30 days’ prior written notice to the Facility Agent (which notice shall be promptly transmitted by the Facility Agent to each of Default under subsection 8(a) or 8(f) exists or would arise therefromthe Lenders), the Borrower shall have the right, at subject to the terms and conditions set forth below, to increase the aggregate amount of the Energy Hedging Commitment (any time and from time such increase referred to time after the Restatement Effective Dateherein, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this as 45 Puget Opco Credit Agreement (the an “Energy Hedging Incremental Term Loan CommitmentsLoan”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), ; provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time of any such request and upon the respective effectiveness of any such Energy Hedging Incremental Loan, no Default or Event of Default shall exist or would exist after giving effect thereto, (ii) such increase must be in a minimum amount of $50,000,000 and in integral multiples of $5,000,000 above such amount, (iii) the aggregate Energy Hedging Commitment becomes effective shall not be increased to an amount greater than the Maximum Energy Hedging Incremental Facility Amount without the prior written consent of the Majority Lenders, (iv) no individual Lender’s Commitment may be increased without such Lender’s written consent, (v) the Borrower shall execute and deliver a Note or Notes as are necessary and requested by the applicable Lenders to reflect the increase in the Energy Hedging Commitment, (vi) Schedule 2.01 shall be amended to reflect the revised Commitments of the Lenders and (vii) if any Loans are outstanding at the time of an increase in the Energy Hedging Commitment, the Borrower will prepay (provided that any such prepayment shall be subject to Section 2.03), one or more existing Energy Hedging Loans in an amount necessary such that after giving effect to the Incurrence increase in the Energy Hedging Commitment, each Energy Hedging Lender will hold its pro rata share (based on its share of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (irevised Energy Hedging Commitment) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Trancheoutstanding Energy Hedging Loans.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Borrowers shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche aggregate amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans then outstanding Commitments (the “Incremental Revolving Commitments”), and (ivii) commitments under a new revolving facility in favor of the Borrowers or any of their Restricted Subsidiaries, consisting of either (A) a FILO Tranche to increase any then existing Tranche of be included in this Agreement or (B) revolving commitments by requesting new revolving loan commitments be added extended to such existing Tranche of revolving commitments a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary (the “Supplemental New Revolving Commitments,”) or (iii) one or more term loans (the “Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments and the New Revolving Commitments, Supplemental Term Loan Commitments collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this subsection 2.6 shall specify (x) in the case of a request for Incremental Revolving Commitments, whether the “Incremental Tranche A Canadian Facility Commitments”), provided thatthe Tranche A-1 Canadian Facility Commitments, the Tranche A U.S. Facility Commitments or the Tranche A-1 U.S. Facility Commitments (or a combination of the above) are requested to be increased, (iy) in the aggregate amount case of a request for New Revolving Commitments, the identity of the borrower thereunder, and whether such New Revolving Commitments will consist of a FILO Tranche or revolving commitments extended to a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary and (z) in the case of a request for Incremental Commitments permitted pursuant ABL Term Loans, whether such loans will count as Aggregate Tranche A Canadian Borrower Credit Extensions, Aggregate Tranche A-1 Canadian Borrower Credit Extensions, Aggregate Tranche A U.S. Borrower Credit Extensions or Aggregate Tranche A-1 U.S. Borrower Credit Extensions (or a combination of the above). Notwithstanding anything to this subsection 2.5 shall not exceedthe contrary herein, at the time the respective Incremental Commitment becomes effective (and after giving effect to any new Incremental Facility, the Incurrence aggregate principal amount of Indebtedness in connection therewith any Incremental ABL Term Loans, New Revolving Commitments or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time, and the application aggregate principal amount of proceeds the Facilities plus (without duplication) the aggregate outstanding amount of all Incremental Facilities shall not exceed $1,800,000,000 at such time. The Parent Borrower may seek to obtain Incremental Revolving Commitments, New Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Revolving Commitments or Incremental ABL Term Loans, an “Additional 104 Lender”), provided, however, that (i) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such Indebtednessrequest by the Borrowers, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion Additional Lender which is not an existing Lender shall be subject to the approval of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in Swing Line Lender, each Issuing Lender and the Borrowers (each such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall approval not to be made by creating a new Trancheunreasonably withheld).

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time amend this Agreement in order to provide to the Borrower additional revolving loan facilities and/or increased revolving commitments in respect of the Revolving Facility or any other existing revolving facility hereunder (each, an “Incremental Revolving Facility” and loans pursuant thereto “Incremental Revolving Loans”) and additional term loan facilities hereunder (each, an “Incremental Term Facility” and loans pursuant thereto “Incremental Term Loans”; together with any Incremental Revolving Facility, the “Incremental Facilities”), provided that (i) with respect to any Incremental Facilities provided after the Restatement Amendment No. 2 Effective Date, the aggregate principal amount of such Incremental Facilities shall not exceed $200,000,000, plus additional amounts to the extent the Consolidated First Lien Net Leverage Ratio (idetermined (x) on a pro forma basis after giving effect to request new term loan commitments under one the provision of such Incremental Facility, (y) assuming such Incremental Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation)) as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”)b) is less than 2.50:1.00, (ii) to increase any then-existing Tranche each Incremental Facility shall be in a minimum aggregate principal amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)$25,000,000, (iii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1(a) after giving effect to request new commitments under one or more new revolving facilities the incurrence of such Incremental Facility, such compliance to be included determined (x) on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) as though such incurrence had been consummated as of the first day of the fiscal period covered thereby, (y) assuming such Incremental Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in this Agreementcalculating such leverage ratio (it being understood that, which new revolving facilities may include one or more subfacilities for letters if applicable, the use of credit or swing line loans (the “Incremental Revolving Commitments”), such proceeds shall be given pro forma effect in such calculation) and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds incurrence of any Incremental Facility, no Event of Default shall have occurred and be continuing; provided that, in the event that any tranche of an Incremental Term Facility is used to finance a Limited Conditionality Acquisition and to the extent the Additional Lenders participating in such Indebtednesstranche of an Incremental Term Facility agree, including the foregoing clause (iv) shall be tested solely at the time of the execution of the acquisition agreement or other similar document having similar effect related to refinance other Indebtedness), an amount that could then such Limited Conditionality Acquisition. The Loans and Commitments in respect of any Incremental Facility and all obligations in respect thereof shall be Incurred Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Each Incremental Term Facility must have a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Term Facility (provided that any Incremental Term Facility may amortize in compliance an amount such that it is fungible with subsection 7.1(b)(i)(IIthe Term Loan Facility) or and a final maturity no earlier than the definition of “Maximum Final Maturity Date. Incremental Facilities Amount” will be entitled to prepayments and (ii) if any portion of an voting rights on the same basis as the comparable Facility unless the applicable Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Facility Amendment specifies a lesser treatment. Each Incremental Facilities Amount”, the Borrower Revolving Facility shall have delivered a certificate final maturity no earlier than the Final Revolving Termination Date. The Applicable Margin (including all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility) relating to such Incremental Facility shall be on such terms as are reasonably satisfactory to the Administrative Agent, certifying compliance with the financial test Borrower and the Lenders providing such Incremental Facility. The terms of the applicable Incremental Facility shall be as set forth in the applicable Incremental Facility Amendment; provided that (i) other than amortization (with respect to any Incremental Term Facility), pricing or maturity date, each Incremental Facility shall have the same terms as the Term Facility or the Revolving Facility, as applicable, or such clauseterms as are reasonably satisfactory to the Administrative Agent and the Borrower and (ii) no Incremental Revolving Facility shall have any amortization. Any loans made In the case of any Incremental Revolving Facility that increases the commitments under the Revolving Facility or any other existing revolving credit facility hereunder, the manner in which such increase is implemented shall be reasonably satisfactory to the Administrative Agent. At no time shall there be Revolving Commitments hereunder (including revolving commitments in respect of any such Incremental Commitment (other than Supplemental Term Loan Revolving Facility, Extended Revolving Commitments and Supplemental any original Revolving Commitments) shall be made by creating a new Tranchethat have more than four different maturity dates.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromThe Borrower and the Co-Borrower may, by written notice to the Borrower shall have the right, at any time and Administrative Agent from time to time after request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to exceed the Restatement Effective DateIncremental Amount at such time from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion; provided, that no Lender will be required to participate in any Incremental Facility without its consent and each Incremental Term Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval (which approval shall not be unreasonably withheld or delayed) of the Administrative Agent (solely to the extent the Administrative Agent’s consent would otherwise be required for an assignment to such Incremental Term Lender or Incremental Revolving Lender, as applicable, in accordance with Section 10.6 hereof) and, in the case of Incremental Revolving Lenders only, the Issuing Lender. Such notice shall set forth (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “amount of the Incremental Term Loan Loans and/or Incremental Revolving Commitments being requested (which shall be (1) with respect to Incremental Term Loans, in minimum increments of $10,000,000, (2) with respect to Incremental Revolving Commitments”, in minimum increments of $5,000,000 or (3) equal 509265-1496-1626614997-Active.24788754.1135668272.3 to the remaining Incremental Amount at such time), (ii) to increase any then-existing Tranche of the date, which shall be a Business Day, on which such Incremental Term Loans by requesting new term loan commitments are requested to be added made and/or Incremental Revolving Commitments are requested to such existing Tranche of Term Loans become effective (the “Supplemental Term Loan CommitmentsIncreased Amount Date”)) pursuant to an Incremental Facility Activation Notice, (iii) to request new commitments under one or more new revolving facilities in the case of Incremental Term Loans, whether such Incremental Term Loans are to be included in this Agreementon the same terms as the outstanding Term Loans or with terms different from the outstanding Term Loans, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche the use of revolving commitments by requesting new revolving loan commitments be added to proceeds for such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and and/or Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (iiv) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying pro forma financial calculations demonstrating compliance with the financial test set forth in such clause. Any loans made in respect requirements under clause (iii) of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheSection 2.24(c).

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f(f) exists or would arise therefrom, the Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), and (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and ) (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) either (x) after giving pro forma effect to any Incurrence or Discharge of Indebtedness on the date the applicable Incremental Commitment Amendment (as defined below) becomes effective, the Consolidated Secured Leverage Ratio shall be less than or equal to 4.75:1.00 (and the Borrower shall deliver a certificate, no later than two Business Days (or such shorter period as agreed between the Borrower and the Administrative Agent) prior to the date on which such Incremental Commitment shall become effective to the Administrative Agent certifying that the Consolidated Secured Leverage Ratio shall be less than or equal to 4.75:1.00) or (y) the aggregate then outstanding principal amount of the sum of all unutilized Incremental Commitments permitted and Incremental Loans (excluding the Initial Incremental Term Loan Commitments and the Initial Incremental Term Loans incurred pursuant to this subsection 2.5 shall the First Amendment) does not exceedexceed $750 million, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if upon the effectiveness of any portion of an Incremental Commitment is to be incurred in reliance on clause Amendment (i) as defined below), no Default or Event of the definition of “Maximum Incremental Facilities Amount”, the Borrower Default shall have delivered a certificate to occurred and be continuing and (iii) the Administrative Agent, certifying compliance with the financial test representations and warranties set forth in such clauseSection 4 shall be true and correct in all material respects on and as of the effective date of any Incremental Commitment Amendment (although any representations and warranties that expressly relate to a given date shall be required only to be true and correct in all material respects as of the respective date or the respective period, as the case may be). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Commitment Amendment, be designated as an increase in Initial Incremental Term Loans.

Incremental Facility. (a) So Subject to the terms of this Agreement and so long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromhas occurred and is continuing, the Borrower shall have Borrowers may request, by written notice to the rightAdministrative Agent delivered not more than twice over the term of this Agreement, at any time and from time to time after the Restatement Effective Date, (i) to request new that a revolving credit and/or term loan facility (the "Incremental Facility") in a specified principal amount which (when aggregated with the outstanding principal amount of Loans and unused amount of commitments under one or more new all other Incremental Facilities provided pursuant to this Section) shall not exceed $100,000,000 pursuant to which revolving loans and/or term loan credit facilities loans will be made to the Borrowers pursuant to this Agreement. Revolving loans under the Incremental Facility will be included in this Agreement instituted as an increase to the then existing Revolving Loan Commitment Amount (and having a maturity date the “Incremental Term Loan Commitments”same as the Stated Maturity Date), and loans made thereunder being "Revolving Loans" hereunder and otherwise treated pari passu (iiincluding as to repayments, prepayments, interest rate, commitment fees, mandatory commitment reductions, risk participations in Letters of Credit and collateral) pro rata with all other Revolving Loans. Term loans under the Incremental Facility will be instituted as an increase to increase any then-existing the aggregate outstanding principal amount of the Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of B Term Loans (and having a maturity date the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (same as the “Incremental Revolving Commitments”Stated Maturity Date), and loans made thereunder being "Tranche B Term Loans" hereunder and otherwise treated pari passu (ivas to repayments, prepayments, mandatory commitment reductions and collateral) to increase any then existing pro rata with all other Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental B Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”)Loans, provided that, (i) that the aggregate amount Weighted Average Life to Maturity of such Incremental Commitments permitted pursuant Facility term loans shall in no event be shorter than the Weighted Average Life to this subsection 2.5 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) Maturity of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental then outstanding Tranche B Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheLoans.

Incremental Facility. (a) So Subject to all the terms of this Agreement and so long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromand is then continuing, the Borrower shall have the right, at any time and from time to time on and after the Restatement Effective Agreement Date, the Borrower may incur additional Indebtedness hereunder in the form of a revolving credit or term loan facility (an "Incremental Facility", and all such facilities, the "Incremental Facilities") in an aggregate principal amount that, when added to the aggregate principal amount of any previously extended Incremental Facilities, does not exceed $500,000,000. Each Incremental Facility shall (i) share in the Collateral to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”)same extent as the other Loans, (ii) be entitled to increase any then-existing Tranche of Term Loans by requesting new term loan commitments prepayments pursuant to be added Section 2.8 to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)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 request new commitments under one or more new revolving facilities 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 Borrower; provided, however, that the Weighted Average Life to Maturity of such Incremental Facility shall in no event be included shorter than the Weighted Average Life to Maturity of, collectively, the Revolving A Loans (which for such purposes shall be deemed outstanding in this Agreement, which new revolving facilities may include one or more subfacilities for letters the amount of credit or swing line loans (the “Incremental then applicable Revolving Commitments”A Commitment), the Revolving B Loans (which for such purposes shall be deemed outstanding in the amount of the then applicable Revolving B Commitment until the Conversion Date and thereafter the actual amount of the Revolving B Loans outstanding), the Term A Loans and the Term B Loans on a combined basis (iv) excluding 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 increase any then existing Tranche of revolving commitments an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by requesting new revolving loan commitments be added the Borrower, each Person providing a commitment to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan CommitmentsFacility and the Administrative Agent. Such amendment may, Supplemental Term Loan Commitments and Incremental Revolving Commitmentswithout the consent of any other Lenders, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant effect such amendments to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith Agreement and the application other Loan Documents as may be necessary in the opinion of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with to effect the financial test set forth in such clause. Any loans made in respect provisions of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.this

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromAt any time after the Closing Date during the Revolving Commitment Period, the Borrower shall have the right, at any time and may request from time to time after the Restatement Effective Date, (i) to request new term loan commitments under from one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one Lenders or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance from other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate Eligible Assignees reasonably acceptable to the Administrative Agent, certifying compliance with the financial test 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 clauseincrease, an “Increase”); provided that the Borrower may not request an Increase on more than 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 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 loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) Increase shall be made in an amount of at least $10,000,000 (or, if the Available Revolving Increase Amount is less than $10,000,000, 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 creating a new Tranchethe Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

Incremental Facility. Subject to all the terms of this Agreement, provided that (ax) So long as no Event Default exists and is then continuing and (y) the Borrower shall be in pro forma compliance (giving effect to the incurrence of Default under subsection 8(athe Funded Debt resulting from the Borrowing of the Incremental Facility Loans) or 8(f) exists or would arise therefromwith Section 7.18, the Borrower shall have may incur additional Debt hereunder in the right, at any time and from time to time after the Restatement Effective Date, (i) to request new form of term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving CommitmentsFacility”)) in an aggregate principal amount that does not exceed $50,000,000. The Borrower may request up to three Borrowings under the Incremental Facility prior to the termination of the Incremental Facility in an aggregate minimum principal amount of $10,000,000. The Incremental Facility shall, among other things, (a) share in the Collateral to the same extent as the other Loans, (b) be entitled to prepayments pursuant to Section 3.03 to the same extent as the other Term Loans, (c) not be secured by any collateral other than the Collateral that secures the Loans or guaranteed by any Person other than pursuant to the Credit Documents with respect to the Loans, and (ivd) be documented on other terms and conditions that are reasonably satisfactory to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” Administrative Agent. The interest rate, commitment fee rate, amortization schedule and together with maturity date for the Incremental Term Loan Commitments, Supplemental Term Loan Commitments Facility shall be as agreed upon between any Lenders agreeing to provide the Incremental Facility and Incremental Revolving Commitments, the “Incremental Commitments”), Borrower; provided that, that (i) the aggregate amount final maturity date of the Incremental Commitments permitted pursuant to this subsection 2.5 Facility shall not exceedbe earlier than the Tranche B Term Loan Maturity Date or later than May 1, at the 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 2011 if any Discount Notes are outstanding on such Indebtednessdate, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an the interest earned on the Incremental Commitment is Facility Loans shall be less than or equal to be incurred in reliance the interest earned on clause the Tranche B Term Loans and (iiii) the Incremental Facility Loans shall have a weighted average life to maturity greater than the weighted average life to maturity of the definition Tranche B Term Loans. The lenders and the loans under the Incremental Facility will be “Lenders” and “Term Loans” for all purposes of “Maximum this Agreement and the other Credit Documents, and shall be treated as such, in terms of sharing of payments and other appropriate provisions. The Incremental Facilities Amount”Facility will be documented pursuant to an amendment to this Agreement and, as appropriate, the Borrower shall have delivered other Credit Documents, executed by the Borrower, each Person providing a certificate 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 Credit Documents as may be necessary, in the opinion of the Administrative Agent, certifying compliance to effect the provisions of this Section 2.07. The Incremental Facility may be established at any time at the request of the Borrower, upon notice to the Administrative Agent and the Lenders, and subject only to the agreement of Persons who, in their sole discretion, choose to participate in the Incremental Facility. No Lender shall have any obligation to participate in the Incremental Facility unless and until it commits to do so. The Administrative Agent and the Borrower shall provide all then existing Lenders with an opportunity to commit to the Incremental Facility on a ratable basis (the period in which any Lender shall be required to make a decision on its participation in the Incremental Facility being in any event no less than ten Business Days from the date of delivery by the Borrower of a notice inviting such participation), and if sufficient commitments cannot be obtained in such manner, shall provide other lenders with such opportunity (and for existing Lenders with the financial test set forth in ability to commit for more than their ratable portion), and such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments lenders shall become Lenders hereunder pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent and Supplemental Revolving Commitments) shall be made by creating a new Tranchethe Borrower.

Incremental Facility. Subject to all the terms of this Agreement, provided that (ax) So long as no Event of Default under subsection 8(aexists and is then continuing and (y) or 8(f) exists or would arise therefrom, the Borrower shall have be in pro forma compliance (giving effect to the rightincurrence of such Indebtedness for Money Borrowed) with Section 7.8, at any time and from time to time on and after the Restatement Effective Agreement Date, the Borrower may incur additional Indebtedness hereunder in the form of a revolving credit or term loan facility (an "Incremental Facility", and all such facilities, the "Incremental Facilities") in an aggregate principal amount that, when added to the aggregate principal amount of any previously extended Incremental Facilities, does not exceed $500,000,000. Each Incremental Facility shall (i) share in the Collateral to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”)same extent as the other Loans, (ii) be entitled to increase any then-existing Tranche of Term Loans by requesting new term loan commitments prepayments pursuant to be added Section 2.8 to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)same extent as the other Loans, (iii) not be secured by any collateral other than the Collateral or guaranteed by any Person other than pursuant to request new commitments under one or more new revolving facilities to be included in this Agreementthe Loan Documents, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the in an aggregate principal amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceedless than $25,000,000, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence in an integral multiple of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” $25,000,000 and (iiv) if any portion of an Incremental Commitment is to be incurred in reliance documented on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate other terms and conditions that are reasonably satisfactory to the Administrative Agent. All loans under each Incremental Facility shall be issued at par. The interest rate, certifying compliance 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 Borrower; provided, however, that (A) in the case of an Incremental Facility that shall be a term loan facility, the Weighted Average Life to Maturity of such Incremental Facility shall not be shorter than the Weighted Average Life to Maturity of the Term B Loans (excluding any other Incremental Facility), and the final maturity date of such Incremental Facility shall not be earlier than, the Maturity Date and (B) in the case of an Incremental Facility that shall be a revolving credit facility, the final maturity date of such Incremental Facility shall not be earlier than the Initial Maturity Date; provided further, however, that if the interest rate for any Incremental Facility would be more than 0.25% per annum higher than the interest rate applicable to the Term B Loans, the interest rate applicable to the Term B Loans shall be increased no later than the effectiveness of such Incremental Facility so that in no event after the effectiveness thereof shall the interest rate for such Incremental Facility be more than 0.25% per annum higher than the interest rate applicable to the Term B Loans. 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, and shall be treated, in terms of sharing of payments and other appropriate provisions, like (x) the Term B Lenders and the Term B Loans in the case of an Incremental Facility that shall be a term loan facility and (y) the Revolving Lenders and the Revolving Loans in the case of an Incremental Facility that shall be a revolving credit facility. The Incremental Facility will be documented pursuant to an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Person 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, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.1(f). An Incremental Facility may be established at any time at the request of the Borrower, upon notice to the Administrative Agent and the Lenders, and subject only to the agreement of Persons who, in their sole discretion, choose to participate in such Incremental Facility. No Lender shall have any obligation to participate in any Incremental Facility unless and until it commits to do so. The Administrative Agent and the Borrower shall provide all then existing Lenders with an opportunity to commit to each Incremental Facility on an up to a ratable basis (the period in which any Lender shall be required to make a decision on its participation in such Incremental Facility being in no event be less than ten (10) Business Days from the date of delivery by the Borrower of a notice inviting such participation), and if sufficient commitments cannot be obtained in such manner, shall provide other lenders with such opportunity (and for existing Lenders with the financial test set forth in ability to commit for more than their ratable portion), and such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments lenders shall become Lenders hereunder pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent and Supplemental Revolving Commitments) shall be made by creating a new Tranchethe Borrower.

Incremental Facility. (a) So long as no Event At any time after the Closing Date during the Commitment Period (in the case of Default under subsection 8(aa Revolving Commitment Increase) or 8(f) exists or would arise therefromany time after the Closing Date and prior to the Term Loan Maturity Date (in the case of an Incremental Term Facility), the Borrower shall have may request (but subject, in each case, to the rightconditions set forth in clause (b) below) (x) the Revolving Commitments be increased (or, at any time and from time solely in connection with a Limited Condition Acquisition, a separate tranche of Revolving Commitments may be created) by an amount not to time after exceed the Restatement Effective DateAvailable Incremental Amount (each such increase, a “Revolving Commitment Increase”) and/or (iy) to request new the Lenders establish an incremental term loan commitments facility (which may be an increase to the Term Facility) under one or more new term loan credit facilities to be included in this Agreement in an aggregate principal amount not to exceed the Available Incremental Amount (the each such facility, an “Incremental Term Loan Commitments”)Facility” and, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental any Revolving CommitmentsCommitment Increase, the “Incremental CommitmentsFacilities”). No Lender shall be obligated to participate in an Incremental Facility. Any Incremental Facility shall be in an amount of at least $10,000,000 (or, provided thatif the Available Incremental Amount is less than $10,000,000, (isuch remaining Available Incremental 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 Facilities exceed the Available Incremental Amount during the term of the Agreement. If the Borrower incurs indebtedness under an Incremental Facility under the Fixed Incremental Amount prong of the Available Incremental Amount on the same date that it incurs indebtedness under the Ratio Incremental Amount prong of the Available Incremental Amount and/or that it incurs Revolving Loans, then the Consolidated Net Leverage Ratio will be calculated with respect to this subsection 2.5 shall not exceedsuch incurrence under the Ratio Incremental Amount without regard to any incurrence of indebtedness under the Fixed Incremental Amount or any incurrence of Revolving Loans. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Ratio Incremental Amount to the extent permitted, with the balance incurred under the Fixed Incremental Amount. The Borrower may, in its sole discretion, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds incurrence of any such IndebtednessIncremental Facility, including to refinance other Indebtedness)or at any later time, an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) divide, classify or the definition of “Maximum reclassify, any Incremental Facilities Amount” and (ii) if any portion of Facility incurred as Fixed Incremental Amount as an Incremental Commitment is to be Facility incurred in reliance on clause (i) of the definition of “Maximum as Ratio Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(aSection 8.01(a) or 8(f8.01(f) exists or would arise therefrom, the Borrower shall have the right, at any time and from time to time after the Restatement Effective Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and (ivii) to increase any then existing the Existing Tranche of revolving commitments Commitments by requesting new revolving loan commitments Commitments be added to such existing an Existing Tranche of revolving commitments Commitments (the “Supplemental Revolving Commitments,” ”), and (iii) to request new synthetic or other 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 Incremental Term Loan Commitments, Supplemental Term Loan Revolving Commitments and Incremental the Supplemental Revolving Commitments, the “Incremental Commitments”),; provided, provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 Section 2.24 shall not exceed, at the time the respective Incremental Commitment 127 becomes effective (and after giving effect to the Incurrence incurrence of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including Indebtedness to refinance such other Indebtedness), an amount that could then be Incurred incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”Section 7.01(b)(i)(I, the Borrower shall have delivered a certificate to greater of $400.0 million and 50.0% of EBITDA (for the Administrative Agent, certifying compliance with Measurement Period applicable at the financial test set forth in time such clauseRevolving Credit Agreement Indebtedness is committed). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long The Borrower and any one or more Banks (including any New Bank (as no Event of Default under subsection 8(adefined below)) or 8(f) exists or would arise therefrom, the Borrower shall have the right, at any time and may from time to time after before the Restatement Effective DateMaturity Date agree that such Banks shall make, obtain or increase the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”)amount of such increase, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)applicable Increased Facility Closing Date, (iii) to request new commitments under one or more new revolving facilities to be included the applicable maturity date and the amortization schedule for such Incremental Term Loans, in this Agreementeach case, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”shall comply with Section 2.1(d), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to the Applicable Margin for such existing Tranche of revolving commitments Incremental Term Loans; provided, that if the total yield (the “Supplemental Revolving Commitments,” and together with calculated for both the Incremental Term Loan CommitmentsLoans and the existing Loans, Supplemental including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loan Commitments and Incremental Revolving Commitments, Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“Incremental CommitmentsOID”), provided thatwith 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 aggregate amount Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of Incremental Commitments permitted assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to this subsection 2.5 shall not exceedsuch documentation provided, at on the time Closing Date and otherwise reasonably acceptable to the respective Incremental Commitment becomes effective (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 Incurrence Collateral Coverage Ratio as of Indebtedness the last Collateral Report, which shall have been in connection therewith all cases equal to or greater than 1.25 to 1.00 and the application of proceeds of any (B) an updated Collateral and Covered Asset List to reflect such Indebtednessadditional new assets, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion without the consent of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) each increase effected pursuant to this paragraph shall be made by creating in a new Trancheminimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Borrowers shall have the right, at any time and from time to time after the Restatement Third Amendment Effective Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche aggregate amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans then outstanding Commitments (the “Incremental Revolving Commitments”), and ) or (ivii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitmentscollectively, the “Incremental CommitmentsFacilities” and each, an “Incremental Facility”). Notwithstanding anything to 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 other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Revolving Commitments or Incremental ABL Term Loans, an “Additional Lender”), provided thatprovided, however, that (i) the aggregate amount of no Lender shall be obligated to provide an Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds Facility Increase as a result of any such Indebtednessrequest by the Borrowers, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of Additional Lender which is not an Incremental Commitment is existing Lender shall be subject to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”approval of, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth Swingline Lender, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld, conditioned or delayed). Each Incremental Facility Increase shall be in such clausea minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof. Any loans made Incremental Facility Increase may be denominated in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheDollars.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Borrowers shall have the right, at any time and from time to time after the Restatement Effective Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche aggregate amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans then outstanding Commitments (the “Incremental Revolving Commitments”), and (ivii) commitments under a new revolving facility in favor of the Borrowers or any of their Restricted Subsidiaries, consisting of either (A) a FILO Tranche to increase any then be included in this Agreement; provided that the existing Tranche of A-1 Commitments have been terminated or (B) revolving commitments by requesting new revolving loan commitments be added extended to such existing Tranche of revolving commitments a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary (the “Supplemental New Revolving Commitments,”) or (iii) one or more term loans (the “Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments and the New Revolving Commitments, Supplemental Term Loan Commitments collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this subsection 2.6 shall specify (x) in the case of a request for Incremental Revolving Commitments, whether the “Incremental Commitments”), provided thatTranche A Commitments or the Tranche A-1 Commitments (or a combination of the above) are requested to be increased, (iy) in the aggregate amount case of a request for New Revolving Commitments, the identity of the borrower thereunder, and whether such New Revolving Commitments will consist of a FILO Tranche or revolving commitments extended to a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary and (z) in the case of a request for Incremental Commitments permitted pursuant ABL Term Loans, whether such loans will count as Aggregate Tranche A Credit Extensions or Aggregate Tranche A-1 Credit Extensions (or a combination of the above). Notwithstanding anything to this subsection 2.5 shall not exceedthe contrary herein, at the time the respective Incremental Commitment becomes effective (and after giving effect to any new Incremental Facility, the Incurrence aggregate principal amount of Indebtedness in connection therewith any Incremental ABL Term Loans, New Revolving Commitments or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time, and the application aggregate principal amount of proceeds the Facilities plus (without duplication) the aggregate outstanding amount of all Incremental Facilities shall not exceed $1,800,000,000 at such time. The Parent Borrower may seek to obtain Incremental Revolving Commitments, New Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Revolving Commitments or Incremental ABL Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such Indebtednessrequest by the Borrowers, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion Additional Lender which is not an existing Lender shall be subject to the approval of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with each Swing Line Lender, each Issuing Lender and the financial test set forth Borrowers (each such approval not to be unreasonably withheld) but in each case only to the extent that such clauseapproval would be required pursuant to subsection 11.6 if such Additional Lender were an Assignee). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.84

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time after amend this Agreement in order to provide to the Restatement Effective DateBorrower additional revolving loan facilities and/or increased revolving commitments in respect of the Revolving Facility or any other existing revolving facility hereunder (each, (ian “Incremental Revolving Facility” and loans pursuant thereto “Incremental Revolving Loans”) to request new and additional term loan commitments under one or more new term loan credit facilities to be included in this Agreement hereunder (the each, an “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line Facility” and loans (the pursuant thereto “Incremental Revolving CommitmentsTerm Loans”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and ; together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and any Incremental Revolving CommitmentsFacility, the “Incremental CommitmentsFacilities”), provided that, that (i) the aggregate principal amount of the Incremental Commitments permitted Facilities shall not exceed $200,000,000, plus additional amounts to the extent the Consolidated First Lien Net Leverage Ratio (determined (x) on a pro forma basis after giving effect to the provision of such Incremental Facility, (y) assuming such Incremental Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation)) as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to this subsection 2.5 Section 6.1(a) or (b) is less than 2.50:1.00, (ii) each Incremental Facility shall not exceedbe in a minimum aggregate principal amount of $25,000,000, (iii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1 after giving effect to the incurrence of such Incremental Facility, such compliance to be determined (x) on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) as though such incurrence had been consummated as of the first day of the fiscal period covered thereby, (y) assuming such Incremental Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation) and (iv) at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds incurrence of any Incremental Facility, no Event of Default shall have occurred and be continuing; provided that, in the event that any tranche of an Incremental Term Facility is used to finance a Limited Conditionality Acquisition and to the extent the Additional Lenders participating in such Indebtednesstranche of an Incremental Term Facility agree, including the foregoing clause (iv) shall be tested solely at the time of the execution of the acquisition agreement or other similar document having similar effect related to refinance other Indebtedness), an amount that could then such Limited Conditionality Acquisition. The Loans and Commitments in respect of any Incremental Facility and all obligations in respect thereof shall be Incurred Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Each Incremental Term Facility must have a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Term Facility (provided that any Incremental Term Facility may amortize in compliance an amount such that it is fungible with subsection 7.1(b)(i)(IIthe Term Loan Facility) or and a final maturity no earlier than the definition of “Maximum Final Maturity Date. Incremental Facilities Amount” will be entitled to prepayments and (ii) if any portion of an voting rights on the same basis as the comparable Facility unless the applicable Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Facility Amendment specifies a lesser treatment. Each Incremental Facilities Amount”, the Borrower Revolving Facility shall have delivered a certificate final maturity no earlier than the Final Revolving Termination Date. The Applicable Margin (including all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility) relating to such Incremental Facility shall be on such terms as are reasonably satisfactory to the Administrative Agent, certifying compliance with the financial test Borrower and the Lenders providing such Incremental Facility. The terms of the applicable Incremental Facility shall be as set forth in the applicable Incremental Facility Amendment; provided that (i) other than amortization (with respect to any Incremental Term Facility), pricing or maturity date, each Incremental Facility shall have the same terms as the Term Facility or the Revolving Facility, as applicable, or such clauseterms as are reasonably satisfactory to the Administrative Agent and the Borrower and (ii) no Incremental Revolving Facility shall have any amortization. Any loans made In the case of any Incremental Revolving Facility that increases the commitments under the Revolving Facility or any other existing revolving credit facility hereunder, the manner in which such increase is implemented shall be reasonably satisfactory to the Administrative Agent. At no time shall there be Revolving Commitments hereunder (including revolving commitments in respect of any such Incremental Commitment (other than Supplemental Term Loan Revolving Facility, Extended Revolving Commitments and Supplemental any original Revolving Commitments) shall be made by creating a new Tranchethat have more than four different maturity dates.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the A. Borrower shall have the right, at any time and from time to time after on or before the Restatement Effective Incremental Term Loan Commitment Termination Date, (i) to request new additional term loan commitments under one or more new term loan credit facilities loans (each an “Incremental Term Loan,” and, collectively the “Incremental Term Loans,” and “Term Loans” shall thereafter be deemed to be included in this Agreement include all Incremental Term Loans) pursuant to an incremental facility (the “Incremental Term Loan CommitmentsFacility”); provided, (ii) to increase that at the time any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitmentsis made pursuant to the Incremental Facility, Supplemental (a) no Event of Default or Potential Event of Default shall have occurred and be continuing or result from the making of such Incremental Term Loan; (b) Borrower shall have delivered to Administrative Agent (1) a Compliance Certificate certifying, among other things, that Borrower is, as of the date of such Incremental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith both such Incremental Term Loan and the application of Permitted Acquisition, if any, for which the proceeds of any such IndebtednessIncremental Term Loan will be used, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(IIall terms and conditions contained in this Agreement and the other Loan Documents, including the financial covenants set forth in this Agreement, accompanied by a written calculation, in detail satisfactory to Administrative Agent, of such financial covenant compliance and (2) such other information as may be required by Administrative Agent or any Lender; (c) the definition principal amount of “Maximum the requested Incremental Facilities Amount” Term Loan shall be at least Ten Million Dollars ($10,000,000) and the aggregate original principal amount of all Incremental Term Loans outstanding do not exceed an amount equal to the sum of Seventy-Five Million Dollars ($75,000,000) minus the original principal amount of the Incremental Term Loan being requested, and Borrower shall be limited to five (5) Incremental Term Loan requests; (d) each Incremental Term Loan shall constitute a Term Loan and (i) rank pari passu in right of payment and of security with the other Term Loans, and (ii) if mature and amortize in a manner reasonably acceptable to the Incremental Term Loan lenders, but in any portion event have an average weighted life equal to or longer than the Term Loans and mature on a date no earlier than June 30, 2011; provided, that the applicable interest rates may differ from the then existing Term Loans; and (e) the proceeds of an any Incremental Commitment is Term Loan may be used for general corporate purposes, including the purpose of consummating a Permitted Acquisition. Notwithstanding anything to be incurred in reliance on clause (i) of the definition of “Maximum contrary contained herein, all Credit Parties hereby acknowledge and agree that Lenders are not making a commitment herein to make the Incremental Facilities Amount”Facility available to Borrower. Until such time as the Incremental Term Loan lenders agree to make the Incremental Facility available to Borrower, the Borrower Incremental Facility is and shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Trancheremain uncommitted.

Incremental Facility. (a) So long as no Event of Default under subsection 8(aSection 9(a) or 8(f9(f) exists or would arise therefrom, the Parent Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”), (iii) to increase any then-existing Tranche of Existing Term Loans by requesting new term loan commitments to be added to such existing an Existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iiiiv) to request increase the Existing Tranche of Revolving Commitments by requesting new commitments under one or more new revolving facilities Revolving Commitments be added to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters an Existing Tranche of credit or swing line loans Revolving Commitments (the “Incremental Supplemental Revolving Commitments”), and (ivv) to increase any then existing Tranche request new synthetic or other letter of revolving credit facility commitments by requesting under one or more new revolving loan commitments synthetic or other letter of credit facilities to be added to such existing Tranche of revolving commitments included in this Agreement (the “Supplemental Revolving Incremental Letter of Credit Commitments,” and and, together with the Incremental Term Loan Commitments, the Incremental Revolving Commitments, the Supplemental Term Loan Commitments and Incremental the Supplemental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 Section 2.9 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” Amount at such time and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Parent Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromAt any time after the Closing Date during the Commitment Period, the Borrower shall have the right, at any time and may request from time to time after the Restatement Effective Date, (i) to request new term loan commitments under from one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one Lenders or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance from other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate Eligible Assignees reasonably acceptable to the Administrative Agent, certifying compliance with the financial test Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) the Total Commitments be increased by an amount not to exceed the Available Revolving Increase Amount at such clausetime (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions (excluding any request for an Increase that is not effectuated) during the term of this Agreement. Any loans made No Lender shall be obligated to increase its Commitments in respect connection with a proposed Increase. To the extent sufficient existing Lenders, as applicable, do not agree to increase their Commitments on terms acceptable to the Borrower, or to the extent such Lenders have not promptly responded to the Borrower’s request for such increase, the Borrower may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender pursuant to a joinder agreement in connection with the proposed Increase (provided that the joinder of any such Incremental Commitment “Lender” for the purpose of providing all or any portion of any such Increase shall require the consent (not to be unreasonably withheld or delayed) of Administrative Agent, the Issuing Lender and the Swingline Lender (but not any other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) Lender). Any Increase shall be made by creating a new Tranchein an amount of at least $10,000,000 (or, if the Available Revolving Increase Amount is less than $10,000,000, 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 Commitments exceed the Available Revolving Increase Amount during the term of the Agreement.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Representative shall have the right, at any time and from time to time after the Restatement Effective Date, Closing Date (i) to request increase the existing Commitments by requesting new term loan commitments under one or more new term loan credit facilities Commitments to be included in this Agreement added to an Existing Tranche of existing Commitments (the “Incremental Term Loan Supplemental Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments Commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and ) or (iviii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, collectively, the “Incremental CommitmentsFacilities” and each, an “Incremental Facility”). Notwithstanding anything to contrary herein, the principal amount of any Incremental Facility at the time such Incremental Facility becomes effective shall not exceed the Available Incremental Amount at such time. The Borrower Representative may seek to obtain Incremental Facilities from existing Lenders or other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Facilities, an “Additional Lender”), provided thatprovided, however, that (i) the aggregate amount of no Lender shall be obligated to provide an Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds Facility Increase as a result of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or request by the definition of “Maximum Incremental Facilities Amount” Borrower Representative and (ii) if any portion Additional Lender that is not an existing Lender shall be subject to the approval of an the Administrative Agent and, in the case of any Incremental Commitment is Revolving Commitments or Supplemental Commitments, the Swingline Lender and the Borrowers (each such approval not to be incurred unreasonably withheld, conditioned or delayed). Each Incremental Facility Increase shall be in reliance on clause (i) a minimum aggregate amount of the definition at least $15,000,000 and in integral multiples of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth $5,000,000 in such clauseexcess thereof. Any loans made Incremental Facility Increase may be denominated in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheDollars.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromThe Borrower may, by written notice to the Borrower shall have the right, at any time and Administrative Agent from time to time after time, request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to exceed the Restatement Effective DateIncremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Loans, as the case may be, in their own discretion; provided, that each Incremental Term Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in the case of Incremental Revolving Lenders only, the Issuing Lender (which approval shall, in either case, not be unreasonably withheld). Such notice shall set forth (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “amount of the Incremental Term Loan Loans and/or Incremental Revolving Commitments being requested (which shall be (1) with respect to Incremental Term Loans, in minimum increments of $25,000,000, (2) with respect to Incremental Revolving Commitments”, in minimum increments of $5,000,000 or (3) equal to the remaining Incremental Amount), (ii) to increase any then-existing Tranche of the date on which such Incremental Term Loans by requesting new term loan commitments are requested to be added made and/or Incremental Revolving Commitments are requested to such existing Tranche of Term Loans become effective (the “Supplemental Term Loan CommitmentsIncreased Amount Date”), (iii) to request new commitments under one or more new revolving facilities whether such Incremental Term Loans, if any, are to be included in this Agreement, which new revolving facilities may include one term loans on the same terms as the Initial Term Loans or more subfacilities for letters of credit or swing line term loans with terms different from the outstanding Term Loans (the “Incremental Revolving CommitmentsOther Term Loans”), and (iv) to increase any then existing Tranche the use of revolving commitments by requesting new revolving loan commitments be added to proceeds for such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, (v) pro forma financial statements demonstrating compliance on a pro forma basis with the “Incremental Commitments”), provided that, (ifinancial covenants set forth in Section 8.1 and the requirement set forth in Section 4.16(d)(iv) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to such Incremental Term Loan and/or Incremental Revolving Commitments and the Incurrence of Indebtedness in connection therewith Loans to be made thereunder and the application of the proceeds of therefrom (including by giving pro forma effect to any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(IIPermitted Acquisition financed thereby) or as if made and applied on the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) date of the definition most-recent financial statements of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate pursuant to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheSection 7.1.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromSubject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time during the Commitment Period and after the Restatement Second Amendment Effective Date, to incur additional Indebtedness under this Credit Agreement in the form of term loans (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the each, an “Incremental Term Loan CommitmentsLoan”)) and/or increases to the Revolving Committed Amount (each, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the an “Incremental Revolving CommitmentsRevolver”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the ; each Incremental Term Loan Commitmentsand Incremental Revolver, Supplemental an “Incremental Facility”) by an aggregate amount of up to $150,000,000. 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 (1) made pursuant to an Incremental Revolver shall have the same terms (including interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolving Loans and shall be considered Revolving Loans hereunder and (2) made pursuant to an Incremental Term Loan Commitments shall have terms (including interest rate, maturity date, voting rights, rights to receive the proceeds of prepayments and amortization) to be agreed upon by the Administrative Agent and the Borrower at the time of such Incremental Revolving CommitmentsTerm Loan, (c) each Incremental Facility shall be in a minimum principal amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof, (d) the proceeds of any Additional Loan will be used for the purposes set forth in Section 3.11, (e) the Borrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (f) before any Additional Loans are made, the “conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (g) no Default or Event of Default shall then exist or would exist after giving effect to any such Incremental Commitments”)Facility, provided that, (h) the Administrative Agent shall have received from the Borrower a satisfactory legal opinion of counsel to the Borrower and such other documentation as it deems reasonably necessary to effectuate each such Incremental Facility and (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 Administrative Agent shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, have received from the Borrower shall have delivered a certificate updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, certifying 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 test covenants set forth in Section 5.9 and (B) if the full amount of the Revolving Committed Amount (after giving effect to such clauseIncremental Facility) were drawn by the Borrower, the Credit Parties would be in compliance with all financial and other covenants (including covenants restricting indebtedness and liens) under the Subordinated Note Documents and the documents for all other publicly held or privately placed Indebtedness incurred in accordance with Section 6.1(p). Any loans made in respect Each Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent and the Borrower; provided that such other banks, financial institutions and investment funds shall enter into such joinder or other agreements to give effect thereto as the Administrative Agent and 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 any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheFacility therein.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time amend this Agreement in order to provide to the Borrower additional revolving loan facilities and/or increased revolving commitments in respect of the Revolving Facility or any other existing revolving facility hereunder (each, an “Incremental Revolving Facility” and loans pursuant thereto “Incremental Revolving Loans”) and additional term loan facilities hereunder (each, an “Incremental Term Facility” and loans pursuant thereto “Incremental Term Loans”; together with any Incremental Revolving Facility, the “Incremental Facilities”), provided that (i) with respect to any Incremental Facilities provided after the Restatement Amendment No. 3 Effective Date, the aggregate principal amount of the Incremental Facilities shall not exceed (iA) any amount, so long as the Consolidated First Lien Net Leverage Ratio (determined (x) on a pro forma basis after giving effect to request new term loan commitments under one the provision of such Incremental Facility, (y) assuming such Incremental Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation)) as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or more new term loan credit facilities (b) is equal to be included in this Agreement or less than 3.00:1.00 plus (the “Incremental Term Loan Commitments”)B) $200,000,000, (ii) to increase any then-existing Tranche each Incremental Facility shall be in a minimum aggregate principal amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)$25,000,000, (iii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1(a) after giving effect to request new commitments under one or more new revolving facilities the incurrence of such Incremental Facility, such compliance to be included determined (x) on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) as though such incurrence had been consummated as of the first day of the fiscal period covered thereby, (y) assuming such Incremental Facility is fully drawn as of such date and (z) disregarding the proceeds of such Incremental Facility in this Agreementcalculating such leverage ratio (it being understood that, which new revolving facilities may include one or more subfacilities for letters if applicable, the use of credit or swing line loans (the “Incremental Revolving Commitments”), such proceeds shall be given pro forma effect in such calculation) and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds incurrence of any Incremental Facility, no Event of Default shall have occurred and be continuing; provided that, in the event that any tranche of an Incremental Term Facility is used to finance a Limited Conditionality Acquisition and to the extent the Additional Lenders participating in such Indebtednesstranche of an Incremental Term Facility agree, including the foregoing clause (iv) shall be tested solely at the time of the execution of the acquisition agreement or other similar document having similar effect related to refinance other Indebtedness), an amount that could then such Limited Conditionality Acquisition. The Loans and Commitments in respect of any Incremental Facility and all obligations in respect thereof shall be Incurred Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. Each Incremental Term Facility must have a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Term Facility (provided that any Incremental Term Facility may amortize in compliance an amount such that it is fungible with subsection 7.1(b)(i)(IIthe Term Loan Facility) or and a final maturity no earlier than the definition of “Maximum Final Maturity Date. Incremental Facilities Amount” will be entitled to prepayments and (ii) if any portion of an voting rights on the same basis as the comparable Facility unless the applicable Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Facility Amendment specifies a lesser treatment. Each Incremental Facilities Amount”, the Borrower Revolving Facility shall have delivered a certificate final maturity no earlier than the Final Revolving Termination Date. The Applicable Margin (including all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility) relating to such Incremental Facility shall be on such terms as are reasonably satisfactory to the Administrative Agent, certifying compliance with the financial test Borrower and the Lenders providing such Incremental Facility. The terms of the applicable Incremental Facility shall be as set forth in the applicable Incremental Facility Amendment; provided that (i) other than amortization (with respect to any Incremental Term Facility), pricing or maturity date, each Incremental Facility shall have the same terms as the Term Facility or the Revolving Facility, as applicable, or such clauseterms as are reasonably satisfactory to the Administrative Agent and the Borrower and (ii) no Incremental Revolving Facility shall have any amortization. Any loans made In the case of any Incremental Revolving Facility that increases the commitments under the Revolving Facility or any other existing revolving credit facility hereunder, the manner in which such increase is implemented shall be reasonably satisfactory to the Administrative Agent. At no time shall there be Revolving Commitments hereunder (including revolving commitments in respect of any such Incremental Commitment (other than Supplemental Term Loan Revolving Facility, Extended Revolving Commitments and Supplemental any original Revolving Commitments) shall be made by creating a new Tranchethat have more than four different maturity dates.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Borrowers shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche aggregate amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans then outstanding Commitments (the “Incremental Revolving Commitments”), and (ivii) commitments under a new revolving facility in favor of the Borrowers or any of their Restricted Subsidiaries, consisting of either (A) a FILO Tranche to increase any then existing Tranche of be included in this Agreement or (B) revolving commitments by requesting new revolving loan commitments be added extended to such existing Tranche of revolving commitments a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary (the “Supplemental New Revolving Commitments,”) or (iii) one or more term loans (the “Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments and the New Revolving Commitments, Supplemental Term Loan Commitments collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this subsection 2.6 shall specify (x) in the case of a request for Incremental Revolving Commitments, whether the “Incremental Tranche A Canadian Facility Commitments”), provided thatthe Tranche A-1 Canadian Facility Commitments, the Tranche A U.S. Facility Commitments or the Tranche A-1 U.S. Facility Commitments (or a combination of the above) are requested to be increased, (iy) in the aggregate amount case of a request for New Revolving Commitments, the identity of the borrower thereunder, and whether such New Revolving Commitments will consist of a FILO Tranche or revolving commitments extended to a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary and (z) in the case of a request for Incremental Commitments permitted pursuant ABL Term Loans, whether such loans will count as Aggregate Tranche A Canadian Borrower Credit Extensions, Aggregate Tranche A-1 Canadian Borrower Credit Extensions, Aggregate Tranche A U.S. Borrower Credit Extensions or Aggregate Tranche A-1 U.S. Borrower Credit Extensions (or a combination of the above). Notwithstanding anything to this subsection 2.5 shall not exceedthe contrary herein, at the time the respective Incremental Commitment becomes effective (and after giving effect to any new Incremental Facility, the Incurrence aggregate principal amount of Indebtedness in connection therewith any Incremental ABL Term Loans, New Revolving Commitments or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time, and the application aggregate principal amount of proceeds the Facilities plus (without duplication) the aggregate outstanding amount of all Incremental Facilities shall not exceed $1,800,000,000 at such time. The Parent Borrower may seek to obtain Incremental Revolving Commitments, New Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Revolving Commitments or Incremental ABL Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such Indebtednessrequest by the Borrowers, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion Additional Lender which is not an existing Lender shall be subject to the approval of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with theeach Swing Line Lender, each Issuing Lender and the financial test set forth in Borrowers (each such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall approval not to be made by creating a new Trancheunreasonably withheld).

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the each Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request new term loan commitments under one an increase of the aggregate amount of the then outstanding Pro Rata Revolving Credit Commitments or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan ANZ Revolving Credit Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans as applicable (the “Incremental Revolving Commitments”), and ) or (ivii) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments one or more term loans (the “Supplemental Revolving Commitments,Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments, Supplemental collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this Section 2.5 shall specify, (A) in the case of a request for Incremental Revolving Commitments, whether the Pro Rata Revolving Credit Commitments or the ANZ Revolving Credit Commitments (or a combination thereof) are requested to be increased and (B) in the case of a request for Incremental ABL Term Loan Loans, (x) whether such loans will be made to a U.S. Borrower, a ROW Borrower and/or, a Canadian Borrower and/or an ANZ Borrower (including in each case any Additional Borrower) and (y) the currency in which such loans will be denominated, which shall be Dollars (to the extent made to a U.S. Borrower), Dollars, Euros, Sterling or any other Alternative Currency (to the extent made to a ROW Borrower) or, Cdn. Dollars or Dollars (to the extent made to a Canadian Borrower) or Dollars, Australian Dollars or New Zealand Dollars (to the extent made to an ANZ Borrower). Incremental ABL Term Loans will count as U.S. Revolving Loans (to the extent made to a U.S. Borrower), ROW Revolving Loans (to the extent made to a ROW Borrower) or, Canadian Revolving Loans (to the extent made to a Canadian Borrower) or ANZ Revolving Loans (to the extent made to an ANZ Borrower) for purposes of determining the Aggregate U.S. Revolver Outstandings, the Aggregate ROW Revolver Outstandings, the Aggregate Canadian Revolver Outstandings and the Aggregate CanadianANZ Revolver Outstandings, as applicable. Notwithstanding anything to the contrary herein, after giving effect to any new Incremental Facility, the Equivalent Amount in Dollars of the aggregate principal amount of any Incremental ABL Term Loans or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time. The Borrowers may seek to obtain Incremental Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any other Persons, as applicable (each, an “Incremental Facility Increase”), provided, however, that (A) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such request by any of the Borrowers, and (B) any Additional Lender which is not an existing Lender shall be subject to the approval of the Agent and the Borrowers’ Agent and, in the case of Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith Swingline Lenders and the application Letter of proceeds of any Credit Issuers (each such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is approval not to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Trancheunreasonably withheld).

Incremental Facility. (a) So long as no Event of Default exists or would arise therefrom (or, in the case of an Incremental Facility the proceeds of which will be used to finance a Limited Condition Transaction, only to the extent required by the applicable Incremental Lenders; provided that in any event, no Event of Default under subsection 8(aSection 9.1(a) or 8(f9.1(f) exists or would arise therefrom), the Parent Borrower shall have the right, at any time and from time to time after the Restatement Effective Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities (including new term loan “C” letter of credit facilities) to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans Agreement (the “Incremental Revolving Commitments”), and (iii) to increase any Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche (including new term loan letter of credit commitments under an Existing Tranche of term “C” loans) of Term Loans (the “Supplemental Term Loan Commitments”), (iv) to increase any then existing the Existing Tranche of revolving commitments Revolving Commitments by requesting new revolving loan commitments Revolving Commitments be added to such existing an Existing Tranche of revolving commitments Revolving Commitments (the “Supplemental Revolving Commitments,”), and (v) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and and, together with the Incremental Term Loan Commitments, the Incremental Revolving Commitments, the Supplemental Term Loan Commitments and Incremental the Supplemental Revolving Commitments, the “Incremental Commitments” and an incremental facility established pursuant to any of the foregoing an “Incremental Facility”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 Section 2.9 shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in Amount at such clausetime. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.. 102

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, may at any time and or from time to time after the Restatement ClosingSecond Amendment Effective Date, by notice to the Administrative Agent (i) whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more new tranches of term loan credit facilities to be included in this Agreement loans (the each an “Incremental Term Loan CommitmentsFacility”)) or an increase in the amount of the Revolving Facility (each, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the an “Incremental Revolving CommitmentsFacility”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and ; together with the Incremental Term Loan CommitmentsFacilities, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the each an “Incremental CommitmentsFacility”), ; provided that, that (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time of such request, no Event of Default shall have occurred and be continuing, (ii) 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, including to refinance other Indebtedness), an amount that could then Borrower shall be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(IIthe covenants contained in Article VI determined on a pro forma basis as of the last day of 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 (to the extent available to make Loans) or had been fully used on the definition last day of “Maximum such period; provided, that, for an Incremental Facilities Amount” and Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) if any portion of an Incremental Commitment 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 to be incurred in reliance on clause entered into and (iiii) the aggregate principal amount of the definition of “Maximum Incremental Facilities Amount”, shall not exceed the Borrower Available Incremental Amount (as determined as of the date of incurrence of any applicable Incremental Facility). Each Incremental Facility shall have delivered a certificate to be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Administrative Agent, certifying compliance with the financial test limit set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranchethe immediately preceding sentence).

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the A Borrower shall have the right, may at any time and from time to time after the Restatement Effective DateInitial Utilization Date but prior to 180th day prior to the Maturity Date with respect to the Term Facility or the Revolving Credit Facility, (i) as the case may be, but in any event not more than on five occasions, by notice to the Administrative Agent, request the addition of a new term loan commitments under one or more new term loan credit facilities to be included in this Agreement facility (the each, an “Incremental Term Loan CommitmentsFacility”)) or an increase in the Revolving Credit Facility (each, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the a “Supplemental Term Loan Commitments”)Revolving Facility Increase” and, (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan CommitmentsFacilities, Supplemental Term Loan Commitments and an “Incremental Revolving Commitments, Facility”) pursuant to additional commitments (the “Incremental Commitments”)) in an aggregate amount not to exceed $100,000,000 to be effective as of a date (the “Increase Date”) as specified in the related Incremental Assumption Agreement, provided thatwhich Increase Date must be (in the case of a Revolving Facility Increase) at least 90 days prior to the scheduled Maturity Date of the Revolving Credit Facility then in effect; provided, however, that (i) in no event shall the aggregate amount of all of the Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed(for all Incremental Facilities in aggregate) exceed $100,000,000 (for, the avoidance of doubt, taking the aggregate of the Incremental Commitments for each Incremental Facility upon the Increase Date for such Incremental Facility and without taking into account any subsequent reduction in the same through utilization, repayment or prepayment, but, for the further avoidance of doubt, excluding, in the case of any Incremental Term Facility, (A) the Availability Period under which has already expired, any unutilized Incremental Commitments for such Incremental Term Facility as at the time end of such Availability Period) and (B) any unutilized Incremental Commitments for any Incremental Term Facility that have been cancelled in accordance with this Agreement, (ii) each new Incremental Facility shall be in an aggregate amount of not less than $5,000,000, (iii) on the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds date of any such Indebtednessrequest by the Term Borrower for an Incremental Facility and on the related Increase Date, including the applicable conditions set forth in Section 4.02 shall be satisfied, (iv) the requirements under Section 7.11 shall have been tested at least once after the Closing Date and such requirements would have been complied with in respect of the latest Measurement Period (for which such requirements were tested under Section 7.11 by reference to refinance other Indebtednessfinancial statements delivered under Section 6.01) after giving pro forma effect to such Incremental Facility and the use of proceeds thereof (as if such Incremental Facility was borrowed and utilized in full throughout such Measurement Period), an amount that could then (v) such Incremental Facility shall be Incurred under this Agreement used for working capital, acquisitions and other general corporate purposes not in compliance with subsection 7.1(b)(i)(IIcontravention of any Law or Loan Document, (vi) or (in the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion case of an Incremental Commitment is Term Facility) the final maturity of such Incremental Term Facility shall be equal to be incurred in reliance on clause (i) or later than the final maturity of the definition Term Facility, and the weighted average life to maturity of “Maximum such Incremental Facilities Amount”Term Facility shall be no shorter than the remaining weighted average life to maturity of the Term Facility, (vii) such Incremental Facility shall be (A) (in the Borrower case of an Incremental Term Facility) a new term facility on the same terms as the Term Facility except as to interest rates, scheduled repayment and final maturity (for the avoidance of doubt, there shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test not be any voluntary or mandatory prepayment of such Incremental Term Facility except as expressly set forth in this Agreement) or (B) (in the case of an Revolving Facility Increase) an increase in the Revolving Credit Facility existing prior to such clause. Any loans made Increase Date, in respect which case the requirements of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving CommitmentsSection 2.14(f) shall be made by creating apply, (viii) the requirements of Section 2.14(d) are satisfied and (ix) only the Term Borrower may request for any Incremental Term Facility and only the Revolving Credit Borrower may request for a new TrancheRevolving Facility Increase.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Each Borrower shall have the right, may at any time and or from time to time after the Restatement Effective Closing Date, by notice to the Administrative Agent (i) whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more new tranches of term loan credit facilities to be included in this Agreement loans (the each an “Incremental Term Loan CommitmentsFacility”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters letter of credit facilities or swing line loans an increase in the amount of the Revolving Facility (the each, an “Incremental Revolving CommitmentsFacility”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and ; together with the Incremental Term Loan CommitmentsFacilities, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the each an “Incremental CommitmentsFacility”), provided that, that (i) at the time and after the 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 in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the 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, (iii) in the case of an Incremental Revolving Facility, the Consolidated Leverage Ratio determined on a pro forma basis as of the last day of the most recent fiscal quarter of the Company for which financial statements are available, determined using the amount of Loans expected to be borrowed under such Incremental Revolving Facility on the effective date thereof, shall be less than 2.75 to 1.0 and (iv) in the case of an Incremental Term Facility, the Consolidated Senior Secured Leverage Ratio, determined on a pro forma basis as of the last day of the most recent fiscal quarter of the Company for which financial statements are available, determined as if any term loans under such Incremental Term Facility had been outstanding on the last day of such period, shall be less than 2.00 to 1.00. Each Incremental Facility shall be in an aggregate principal amount that is not less than $50,000,000 (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 next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Commitments permitted pursuant to this subsection 2.5 Facilities shall not exceed, exceed $300,000,000 at the any one 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Trancheoutstanding.

Incremental Facility. (a) So long as no Event of Specified Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower Borrowers shall have the right, at any time and from time to time after the Restatement Effective Closing Date, to request (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (an increase of the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche aggregate amount of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans then outstanding Commitments (the “Incremental Revolving Commitments”), and (ivii) commitments under a new revolving facility in favor of the Borrowers or any of their Restricted Subsidiaries, consisting of either (A) a FILO Tranche to increase any then existing Tranche of be included in this Agreement or (B) revolving commitments by requesting new revolving loan commitments be added extended to such existing Tranche of revolving commitments a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary (the “Supplemental New Revolving Commitments,”) or (iii) one or more term loans (the “Incremental ABL Term Loans” and together with the Incremental Term Loan Revolving Commitments and the New Revolving Commitments, Supplemental Term Loan Commitments collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this subsection 2.6 shall specify (x) in the case of a request for Incremental Revolving Commitments, whether the “Incremental Tranche A Canadian Facility Commitments”), provided thatthe Tranche A-1 Canadian Facility Commitments, the Tranche A U.S. Facility Commitments or the Tranche A-1 U.S. Facility Commitments (or a combination of the above) are requested to be increased, (iy) in the aggregate amount case of a request for New Revolving Commitments, the identity of the borrower thereunder, and whether such New Revolving Commitments will consist of a FILO Tranche or revolving commitments extended to a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary and (z) in the case of a request for Incremental Commitments permitted pursuant ABL Term Loans, whether such loans will count as Aggregate Tranche A Canadian Borrower Credit Extensions, Aggregate Tranche A-1 Canadian Borrower Credit Extensions, Aggregate Tranche A U.S. Borrower Credit Extensions or Aggregate Tranche A-1 U.S. Borrower Credit Extensions (or a combination of the above). Notwithstanding anything to this subsection 2.5 shall not exceedthe contrary herein, at the time the respective Incremental Commitment becomes effective (and after giving effect to any new Incremental Facility, the Incurrence aggregate principal amount of Indebtedness in connection therewith any Incremental ABL Term Loans, New Revolving Commitments or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time, and the application aggregate principal amount of proceeds the Facilities plus (without duplication) the aggregate outstanding amount of all Incremental Facilities shall not exceed $1,800,000,000 at such time. The Parent Borrower may seek to obtain Incremental Revolving Commitments, New Revolving Commitments or Incremental ABL Term Loans from existing Lenders or any other Persons, as applicable (each an “Incremental Facility Increase,” and each Person extending, or Lender extending, Incremental Revolving Commitments or Incremental ABL Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Incremental Facility Increase as a result of any such Indebtednessrequest by the Borrowers, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion Additional Lender which is not an existing Lender shall be subject to the approval of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in Swing Line Lender, each Issuing Lender and the Borrowers (each such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall approval not to be made by creating a new Trancheunreasonably withheld).

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromSubject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time during the Commitment Period and after the Restatement First Amendment Effective Date, to incur additional Indebtedness under this Credit Agreement in the form of term loans (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the each, an “Incremental Term Loan CommitmentsLoan”)) and/or increases to the Revolving Committed Amount (each, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the an “Incremental Revolving CommitmentsRevolver”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the ; each Incremental Term Loan Commitmentsand Incremental Revolver, Supplemental an “Incremental Facility”) by an aggregate amount of up to $125,000,000. 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 (1) made pursuant to an Incremental Revolver shall have the same terms (including interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolving Loans and shall be considered Revolving Loans hereunder and (2) made pursuant to an Incremental Term Loan Commitments shall have terms (including interest rate, maturity date, voting rights, rights to receive the proceeds of prepayments and amortization) to be agreed upon by the Administrative Agent and the Borrower at the time of such Incremental Revolving CommitmentsTerm Loan, (c) each Incremental Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $2,500,000 in excess thereof, (d) the proceeds of any Additional Loan will be used for the purposes set forth in Section 3.11, (e) the Borrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (f) before any Additional Loans are made, the “conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (g) no Default or Event of Default shall then exist or would exist after giving effect to any such Incremental Commitments”)Facility, provided that, (h) the Administrative Agent shall have received from the Borrower a satisfactory legal opinion of counsel to the Borrower and such other documentation as it deems reasonably necessary to effectuate each such Incremental Facility and (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 Administrative Agent shall not exceed, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, have received from the Borrower shall have delivered a certificate updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, certifying 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 test covenants set forth in Section 5.9 and (B) if the full amount of the Revolving Committed Amount (after giving effect to such clauseIncremental Facility) were drawn by the Borrower, the Credit Parties would be in compliance with all financial covenants under the Subordinated Note Documents and the documents for all other publicly held or privately placed Indebtedness incurred in accordance with Section 6.1(p). Any loans made in respect Each Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent and the Borrower; provided that such other banks, financial institutions and investment funds shall enter into such joinder or other agreements to give effect thereto as the Administrative Agent and 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 any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new TrancheFacility therein.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the The Borrower shall have the right, at any time and may from time to time after the Restatement Amendment No. 7 Effective Date, (i) to Date request new term loan commitments under one or more new term loan credit facilities to be included increases in this Agreement the Revolving Credit Commitments (the each, a “Incremental Term Loan CommitmentsRevolving Credit Commitment Increase”); provided, (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”)however, (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, that (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 all Revolving Credit Commitment Increases shall not exceedexceed $500,000,000, at the 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, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if no Revolving Credit Commitment Increases shall be requested later than six months prior to the Scheduled Termination Date, (iii) each Revolving Credit Commitment Increase shall be in an amount not less than $25,000,000 and (iv) any portion of an Incremental Revolving Credit Commitment is to Increase shall be incurred in reliance on clause (i) permitted by the terms of the definition Senior Notes and the Senior Secured Notes. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any Arranger or any Lender to negotiate for, solicit, provide or commit to provide any Revolving Credit Commitment Increase. Following the receipt by the Administrative Agent of “Maximum Incremental Facilities Amount”the Borrower’s request to obtain a Revolving Credit Commitment Increase, the Borrower Administrative Agent shall have delivered a certificate promptly notify each Lender of such proposed Revolving Credit Commitment Increase and of the proposed terms and conditions therefor as provided in the Borrower’s notice with respect thereto. Each 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 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, certifying compliance with an “Incremental Credit Extension Date”), which shall be in any case on or after the financial test date of satisfaction of the conditions precedent set forth in such clause. Any loans made in respect of any such Incremental Commitment Section 3.5 (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.

Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefromAt any time during the Revolving Commitment Period, the Borrower shall have the right, at any time and may request from time to time after the Restatement Effective Date, (i) to request new term loan commitments under from one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one Lenders or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the 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, including to refinance from other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate Eligible Assignees reasonably acceptable to the Administrative Agent, certifying compliance with the financial test 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 clauseincrease, an “Increase”); provided that the Borrower may not request an Increase on more than three (3) 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, ten (10) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Borrower 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 loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) Increase shall be made in an amount of at least $10,000,000 (or, if the Available Revolving Increase Amount is less than $10,000,000, 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 creating a new Tranchethe Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.