Common use of Borrower Request Clause in Contracts

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to and consent of the Lead Lenders request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments Loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not less than $10.0 million individually (or (iisuch lower amount agreed to by the Lead Lenders) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does for all such requests, not to exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 50.0 million (it being understood and agreed agreed, for the avoidance of doubt, that unless notified by the Borrower, (Ix) the Borrower such amount shall not be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation increased by the amount of any prepayment or repayment of the Term Loans and (y) such Indebtedness so redesignated); and in minimum increments amount shall be reduced to the extent of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”Term Loans incurred pursuant to Amendment No. 1). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each Any such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitments shall be effective, which shall be a date not less than ten fifteen (1015) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date shorter time as agreed by the Administrative Agent shall agree in its sole discretion) Borrower and the Lead Lenders), (ii) the identity of each Person to whom the Borrower proposes any portion proposed size and terms of such Incremental Term Loan Commitment Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or Incremental Revolving Commitment, such shorter time as applicable, be allocated agreed by the Borrower and the amounts Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such allocationsunsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (1) prior to the establishment of Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (ieach, an “Incremental Revolving Commitment”), (2) an increase in the Term A Loan Facility (each, a “Term A Loan Increase”), (3) an increase in the Term B Loan Facility (each, a “Term B Loan Increase”; each Term A Loan Increase and Term B Loan Increase, collectively, referred to as the “Incremental Term Loan Increases”), (4) one or more new term A loan facilities or an increase in any existing tranche of Term Loans tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity and applicable rates with respect thereto) to be made available to the Borrower (each, an “Incremental Term FacilityA Loan”) with new and/or (5) one or more term B loan commitments tranches to be made available to the Borrower (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving CommitmentB Loan”; and, together with the each Incremental Term FacilitiesA Loan and Incremental Term B Loan, collectively referred to as the “Incremental FacilityTerm Loans”) in an ; each Incremental Term Loan, each Incremental Revolving Commitment and each Incremental Term Loan Increase, collectively, referred to as the “Incremental Increases”). The aggregate principal amount of such increased Commitments may not be in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Increases shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Increases be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Increase may elect or decline, in its sole discretion, to provide such Incremental Increase. The election of any Lender to agree to provide all or a portion of an Incremental Increase shall not obligate any other Lender to provide such Incremental Increase. Notwithstanding the above, each Incremental Increase shall be in an aggregate amount of at least $10,000,000.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans Commitments (each, an “Incremental Term Facility”) with new term loan commitments (each, each an “Incremental Term Loan Commitment”) or (ii) an increase or, prior to the existing Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving IncreaseCommitment” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term FacilitiesLoan Commitments, collectively referred to as the “Incremental FacilityLoan Commitments”) in an aggregate principal amount so long as before and after giving effect to any such Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not in excess of the sum of: exceed 1.25 to 1.00 (i) the lesser of calculated (x) $50,000,000 as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and (y) an amount such that, after giving effect to the establishment excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Revolving Commitment, Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction remaining available balance of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above)Commitments; provided that at the option of the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, in connection with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay finance permitted acquisitions or otherwise redeemother permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), repurchase or retire Term Loans shall not utilize any portion compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the Available Incremental Amount and shall not reduce fiscal quarter ended immediately preceding the Available Incremental Amountdate on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person person (which much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment increased or Incremental Revolving Commitment, as applicable, new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower may may, at any time and time, or from time to time after the Closing Date on one or more occasions, by written notice to the Administrative Agent elect to request Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical to the terms and conditions of any existing Class of Revolving Commitments hereunder (i“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new term loan facilities or an increase in any existing tranche tranches of Term Loans (each, an “Incremental Term Facility”) with new term loan revolving credit commitments (each, an a “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental New Revolving Commitment”; ” and, together with the Incremental Term Facilitiesany Increase Revolving Commitments, collectively referred to as the “Incremental FacilityRevolving Commitments”) in an aggregate principal amount not in excess of the sum of: ); and/or (iiii) the lesser establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan Commitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iii) (iv) the establishment of one or more new tranches of term loans (an “NewIncremental Term Loan Commitment” and, the loans thereunder, the “Incremental Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) $50,000,000 and (y) an amount such that, immediately after giving effect to the establishment of any such Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving and Incremental Term Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereofthereof (including any related acquisition or Investment permitted hereunder), excluding on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.60 to 1.00; (provided, however, that during a Significant Acquisition Period (or if such Incremental Commitments are being incurred in connection with a Significant Acquisition), the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.65 to 1.00) (provided that, for the purposes of such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of any such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments and assuming the full shall be in a minimum amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount50,000,000. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocations; provided, that (A) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause (a) for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new Term Loan Commitments under a new term loan facilities facility or under an existing term facility or any increase in any under an existing tranche Tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under a new revolving facility (iian “Additional Revolving Commitment”) an increase to or under the then existing revolving facility (a “Revolving Commitments (such increaseCommitment Increase” and together with any Additional Revolving Commitment, each an “Incremental Revolving IncreaseLoan Commitment” and together with any Incremental Term Loan Commitment, the commitments thereunder“Incremental Facilities”), in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (the date of establishment of any such Incremental Facility, an “Incremental Revolving CommitmentIncrease Effective Date”; and, together with the ). Any existing Lender approached to provide all or a portion of such Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Loan Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether may elect or not funded or outstanding); provideddecline, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, solely if and to the extent such consent would be allocated and the amounts required under Section 10.04 for an assignment of such allocationsType of Loans or Commitments, as applicable, to such Eligible Assignee; provided further that, for the avoidance of doubt, the Borrower shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) an increase to the existing Term Facility or the establishment of (i) one or more onecommitments in respect of a new tranche of term loan facilities or an increase in any existing tranche of Term Loans commitmentloans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the any Incremental Term FacilitiesRevolving Commitment, collectively referred to as the “Incremental FacilityFacilities”) ), in an aggregate principal amount not in excess of to exceed $100,000,000, the sum of: of (iA) the lesser greater of (x1) $50,000,000 350,000,000 and (y2) 100% of Consolidated EBITDA for the Measurement Period most recently ended on or prior to the applicable Increase Effective Date plus (B) an unlimited amount such thatso long as, in the case of this clause (B), after giving effect to the establishment of any relevant Incremental Revolving CommitmentFacility, the aggregate principal amount of the Revolving Commitments Consolidated Leverage Ratio does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with 1.50:1.00 calculated on a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed basis (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (but without giving effect to any incurrence in respect of clause (i) amount incurred substantially simultaneously or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur contemporaneously therewith under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (iA) above as or under any revolving facility, including the Revolving Credit Facility), including the application of the date proceeds thereof (in each case, without “netting” the cash proceeds of the applicable Incremental Facility) and, in the case of any Incremental Revolving Commitments, assuming a full drawing of such redesignation by the amount Incremental Revolving Commitments, in each case from any existing Lender (each of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (which shall be entitled to agree or such lesser minimum increments as the Administrative Agent shall agree decline to participate in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, and/or any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental AmountAdditional Lender. Each such notice pursuant to this Section 2.14(a) shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice the Incremental Term Commitment is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree drawn in its sole discretion) and full, (ii) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocationsallocations and (iii) whether such Incremental Commitments are Incremental Revolving Commitments or Incremental Term Commitments. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower may at any time and from time to time after the Closing Subsequent Fifth Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such thatamount, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) when combined with the aggregate amount of all voluntary prepayments of Revolving Incremental Term Loan Commitments, Incremental Term Loans with a corresponding permanent reduction of the and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured First Lien Net Leverage Ratio to be greater than 4.00 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and (but without giving effect to any amounts incurred under the use of proceeds thereofimmediately following clause (ii)), excluding provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided) and (C) all Incremental Term Facilities, for purposes Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount foregoing shall be available under this clause (iii) for any purposeincluded in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant or to Section 2.15 (it being understood and agreed that unless notified by the Borrowerwhat extent secured, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or plus (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i)$500,000,000, (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.the

Borrower Request. The After the Restatement Effective Date, any Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the establishment of (i) one or more new term loan facilities or Maturity Date for the Revolving Loans, an increase in to any of the existing tranche of Term Loans Revolving Loan Commitments (each, an “Incremental Term FacilityRevolving Loan Commitment”) with and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Loan Commitment”, which, for the avoidance of doubt, will exclude the increase in Commitments and Term Loans on the Restatement Effective Date), by (i) or an aggregate amount not to exceed $300,000,000 plus (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal additional amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such thatif, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and amount, the use Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of proceeds thereofIncremental Revolving Loan Commitments, excluding that such Incremental Revolving Loan Commitments are fully drawn) (collectively, the cash proceeds “Maximum Incremental Facilities Amount”); provided that if at the time of any Incremental Term Loans such incurrence or Incremental Revolving Commitments and assuming issuance, there is capacity under the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this foregoing clause (iiiii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower then such capacity shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect pursuant to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating prior to utilizing any capacity available to the incurrence in respect of Borrowers under the foregoing clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Applicable Borrower proposes that commitments under the applicable Incremental Facility Commitments shall be effective, which shall be a date not less than ten (10) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).

Borrower Request. The Borrower may at any time and from time to time after the Closing RestatementAmendment No. 5 Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan revolving credit facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Revolving Facility”) with new term loan revolving commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, 212,000,000 in the aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 (excluding, for the avoidance of doubt the aggregate amount of the Revolving Commitments does Existing Incremental Term Loans and New Term Loans) not exceed in excess of (i) $100,000,000 300,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 3.00 to 1.001.0, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Revolving Commitment Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Revolving Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender) to whom the Borrower proposes any portion of such Incremental Term Loan Revolving Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Lenders through the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term bridge loan commitments (each, an a “Incremental Term Bridge Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (). Each such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum ofnotice shall: (i) specify the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the anticipated date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Bridge Loan Commitments shall be effective, which shall be a date not less than ten (10) Business Days 45 days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and Agent; (ii) specify the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Bridge Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocations; (iii) include reasonably detailed information about the anticipated source of the Bridge Take Out; (iv) include an update to the most recently updated Base Case Projections reflecting only Prior Projection Updates, the Bridge Loan Commitments, the expected or actual date of Substantial Completion, the expected or actual Conversion Date, changes to projected interest rates, the terms and conditions of the Bridge Take Out and calculations of any anticipated TE Commitment Reduction Amount, Bridge Commitment Reduction Amount, the TE Oversizing Amount, the Bridge Oversizing Amount, the Bridge Prepayment Amount, and the TE Term Loan Prepayment Amount (as applicable) (and holding all other inputs and assumptions in such Base Case Projections constant); and (v) include an initial proposed draft of the Increase Joinder in respect of the Bridge Loan Commitment. The aggregate Bridge Loan Commitments for any Lender shall be in an aggregate amount of not less than $30,000,000 and whole multiples of $1,000,000 in excess thereof. The Administrative Agent may elect or decline to arrange such Bridge Loan Commitments in its sole discretion and each Lender may elect or decline, in its sole discretion, to provide a Bridge Loan Commitment in an amount equal to its pro rata share of the aggregate Term Loan Commitments among all Lenders electing to provide a Bridge Loan Commitment; and, if any of the existing Lenders decline to provide any portion of such Bridge Loan Commitment, or if any of the Lenders do not respond in writing within ten Business Days after being notified by Borrower of such request, the Borrower may offer such portion of the Bridge Loan Commitment to any other Person that is an Eligible Assignee; provided further that if the Administrative Agent declines to arrange the Bridge Loan Commitment in accordance with this Section 2.22(a), the Borrower may designate any arranger it may deem appropriate. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of the Increase Effective Date and in respect thereof the Bridge Loan Commitments and applicable Lenders holding such Commitments.

Borrower Request. The Borrower EnergySolutions may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to request each of the establishment of Lenders) request, from time to time prior to the Term Maturity Date or the Revolving Maturity Date, as applicable, (i) the extension of one or more new term loan facilities or an increase in Term Commitments (any existing tranche of such new Term Loans (each, Commitment being referred to herein as an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to one or more increases in the existing Revolving Commitments or extensions of new Revolving Commitments (any such increase, an “Incremental increase in or extension of Revolving Increase” and the commitments thereunder, Commitments being referred to herein as an “Incremental Revolving Commitment”; and), together with in each case in an aggregate amount not to exceed the Incremental Term FacilitiesCommitments Cap. Each Incremental Commitment shall be (A) an integral multiple of $5,000,000 and not less than $25,000,000 or (B) if the Incremental Commitment Cap at such time shall be less than $25,000,000, collectively shall be equal thereto. EnergySolutions may elect in the notice delivered pursuant to this Section 2.18(a) (such election being referred to herein as the “Incremental FacilityDeposit L/C Increase Election”) in an aggregate principal amount not in excess that the proceeds of the sum of: Term Loans made pursuant to an Incremental Term Commitment (i) such Term Loans being referred to herein as “Incremental Term Loans”), be deposited in the lesser Deposit L/C Escrow Account as collateral for the payment and performance of (x) $50,000,000 and (y) an amount such that, after giving effect EnergySolutions’ reimbursement obligations to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred Deposit Issuing Banks in respect of any or all Deposit Letters of clauses (i), (ii) Credit and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant Deposit L/C Specified Amount be increased by an amount equal to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amountdeposit. Each such notice delivered pursuant to this Section 2.18(a) shall specify (ix) the date (each, an the “Incremental Facility Increase Effective Date”) on which the Borrower EnergySolutions proposes that commitments under the applicable Incremental Facility increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (iiy) the identity of each Person the financial institutions to whom the Borrower EnergySolutions proposes that any portion of such Incremental Term Loan Commitment increased or Incremental Revolving Commitment, as applicable, new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new Term Loan Commitments under a new term loan facilities facility or under the existing term facility or any increase under an increase in any existing tranche of Term Loans (each, an “Incremental Term FacilityLoan Commitment”) with and/or one or more new term loan commitments Revolving Loan Commitments under the then existing revolving facility (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”) or ), in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (ii) an increase to the existing Revolving Commitments (date of establishment of any such increaseIncremental Facility, an “Incremental Revolving Increase” and the commitments thereunderIncrease Effective Date”); provided, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, that the aggregate principal amount of the all Incremental Revolving Loan Commitments does shall not exceed $100,000,000 plus (ii) 10,000,000 in the aggregate amount of aggregate. The opportunity to commit to provide all voluntary prepayments of Revolving Loans with or a corresponding permanent reduction portion of the Revolving Commitments Incremental Facilities shall be offered by the Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at agreed to provide such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility shall be effective, which shall be a date not less than Facilities within ten (10) Business Days after receiving such offer from the date Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on which such notice is delivered terms no less favorable to the Administrative Agent Borrower) to any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of such earlier date as the Administrative Agent shall agree Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion) and (ii) , to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the identity of extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Person Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to whom Incremental Revolving Loan Commitments, the Borrower proposes Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, be allocated if and the amounts of such allocations.to 109 US-DOCS\133960081.2

Borrower Request. The Borrower or any Guarantor may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new Term Loan Commitments under a new term loan facilities facility or under the existing term facility or any increase under an increase in any existing tranche of Term Loans (each, an “Incremental Term FacilityLoan Commitment”) with and/or one or more new term loan commitments Revolving Loan Commitments under a new revolving facility (each, an “Additional Revolving Commitment”) or under the then existing revolving facility (a “Revolving Commitment Increase” and together with any Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”) or ), in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (ii) an increase to the existing Revolving Commitments (date of establishment of any such increaseIncremental Facility, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving CommitmentIncrease Effective Date”; and, together with the ). Any existing Lender approached to provide all or a portion of such Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Loan Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether may elect or not funded or outstanding); provideddecline, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if such consent would be allocated and the amounts required under Section 10.04 for an assignment of such allocationstype of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the avoidance of doubt, the Borrower shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.

Borrower Request. The After the Restatement Effective Date, any Borrower (including any Designated Subsidiary) may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the establishment of (i) one or more new term loan facilities or Maturity Date for the Revolving Loans, an increase in to any of the existing tranche of Term Loans Revolving Loan Commitments (each, an “Incremental Term FacilityRevolving Loan Commitment”) with and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Loan Commitment”, which, for the avoidance of doubt, will exclude the increase in Term Loans on the Restatement Effective Date), by an amount (such amount, the “Maximum Incremental Facilities Amount”) or equal to the sum of (i) the greater of (x) an aggregate amount not to exceed $650,000,000 (of which, up to $300,000,000 can be incurred in the form of Incremental Revolving Loan Commitments) and (y) 100% of Consolidated EBITDA for the four (4) consecutive fiscal quarters then most recently ended for which financial statements have been delivered pursuant to §9.4, plus (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal additional amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such thatif, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount amount, the Senior Secured Leverage Ratio is less than or equal to 3.50:1.00 (assuming (x) in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn and (y) the use of proceeds thereof, excluding the net cash proceeds of any borrowings pursuant to Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or shall not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of be netted in calculating the Consolidated Senior Secured Leverage Ratio) ; provided that if at the time of any such incurrence or issuance, no amount shall be available there is capacity under this the foregoing clause (iii) for any purposeii), minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower then such capacity shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect pursuant to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating prior to utilizing any capacity available to the incurrence in respect of Borrowers under the foregoing clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Applicable Borrower proposes that commitments under the applicable Incremental Facility Commitments shall be effective, which shall be a date not less than ten (10) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).

Borrower Request. The After the Opening Date, the Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the establishment of (i) one or more new term loan facilities or Maturity Date for the Revolving Facility, an increase in any to the existing tranche of Term Loans Revolving Commitments (each, an “Incremental Term FacilityRevolving Commitment”) with and/or (y) the establishment of one or more Classes of new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term FacilitiesRevolving Commitments, collectively referred to as the “Incremental FacilityCommitments”) in ), by an aggregate principal amount not in excess of the sum of: (ii)(x) $100,000,000 minus (y) the lesser aggregate principal amount of Incremental Commitments incurred pursuant to this Section 2.13(a)(i) prior to such date plus (x) $50,000,000 and (yii) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use Borrower would be in compliance on a pro forma basis (including any adjustments required by such definition as a result of proceeds thereofa contemplated Permitted Acquisition, but excluding the cash proceeds any concurrent incurrence of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this Indebtedness pursuant to clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iiii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 above (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in utilized this clause (iiiii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided ) and without netting the cash proceeds of any Incremental Commitment) the Consolidated Total Leverage Ratio (assuming that the Borrower may redesignate any such Indebtedness originally designated as all Incremental Commitments incurred pursuant to clause (ithis Section 2.13(a) above if, at the time on or prior to such date of such redesignation, the Borrower determination are funded Indebtedness and would be permitted to incur under clause (iii) included in the aggregate principal amount definition of Indebtedness being so redesignated (for purposes of clarityTotal Funded Indebtedness, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of whether or not such Indebtedness would otherwise be so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretionincluded) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall does not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.exceed 3.00:

Borrower Request. The Borrower may at any time and from time to time after the Closing Ninth Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such thatamount, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) when combined with the aggregate amount of all voluntary prepayments of Revolving Incremental Term Loan Commitments, Incremental Term Loans with a corresponding permanent reduction of the and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured First Lien Net Leverage Ratio to be greater than 4.00 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and (but without giving effect to any amounts incurred under the use of proceeds thereofimmediately following clause (ii)), excluding provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided) and (C) all Incremental Term Facilities, for purposes Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount foregoing shall be available under this clause (iii) for any purposeincluded in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant or to Section 2.15 (it being understood and agreed that unless notified by the Borrowerwhat extent secured, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or plus (ii) above greater of (A) $1,150,000,000 and (IIB) Loans may be incurred in respect 100% of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); Consolidated EBITDA and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the establishment of (i) Revolving Credit Commitment Termination Date, one or more new term loan facilities or an increase in any increases to the existing tranche of Term Loans Revolving Credit Commitments (each, an “Incremental Term FacilityRevolving Commitment”) with and/or (y) prior to the Revolving Credit Commitment Termination Date, the establishment of one or more new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term FacilitiesRevolving Commitment, collectively referred to as the “Incremental FacilityCommitments”) in by an(together with respect to any amounts incurred with respect to Incremental Equivalent Debt) (A) an aggregate principal amount not in excess of the aggregate sum of: (i) the lesser of (xA) $50,000,000 and 75,000,000 plus (yB) an amount such thatadditional amount, after giving effect to not less than $25,000,000 individually, so long as, in the establishment case of any Incremental Revolving Commitmentclause (B), the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence borrowings (assuming that the Revolving Credit Commitments are fully drawn and, in the case of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Commitments, that such Incremental Revolving Commitments are borrowed fully drawn) to be made on the Increase Effective Date, to any change in Consolidated EBITDA resulting from the consummation of any Permitted Acquisition concurrently with such borrowings and any increase in Indebtedness resulting from the assumption of Indebtedness in connection with the consummation of any Permitted Acquisition concurrently with such borrowings, greater of $120,000,000 and 100% of Consolidated EBITDA on a Pro Forma Basis as of the most recently ended Reference Period (whether or not funded or outstanding); providedless, (i) solely for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall determining how much Indebtedness may be available incurred under this clause (iii) for any purposeA), minus the aggregate initial principal amount of any all Incremental Equivalent Term Debt Commitments incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described or issued in reliance on clause (iii) above prior to the utilization of amounts under clauses (i) or A), and (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being all outstanding Incremental Equivalent Debt incurred by reference to this clause (A)) or (B) an unlimited amount so redesignated (for purposes of claritylong as, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of Consolidated Se-curedFirst Lien Leverage Ratio calculated on a Pro Forma Basis for the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans priormost recently ended Reference Period shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amountbe greater than 2.5:1.03.00 to 1.00. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Commitments shall be effective, which shall be a date Business Day not less than ten (10) 10 Business Days (or such shorter period as to which the Administrative Agent may agree) after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person assignee permit-tedpermitted by Section 10.07(b) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Ninth Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such thatamount, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) when combined with the aggregate amount of all voluntary prepayments of Revolving Incremental Term Loan Commitments, Incremental Term Loans with a corresponding permanent reduction of the and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured First Lien Net Leverage Ratio to be greater than 4.00 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and (but without giving effect to any amounts incurred under the use of proceeds thereofimmediately following clause (ii)), excluding provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided) and (C) all Incremental Term Facilities, for purposes Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount foregoing shall be available under this clause (iii) for any purposeincluded in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant or to Section 2.15 (it being understood and agreed that unless notified by the Borrowerwhat extent secured, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or plus (ii) above greater of (A) $1,150,000,000 and (IIB) Loans may be incurred in respect 100% of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); Consolidated EBITDA and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.ten

Borrower Request. The Borrower may at any time and from time to time after the Closing Subsequent First Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the sum of: greater of (i) the lesser of (x) $50,000,000 500,000,000 and (yii) an amount such that, after giving effect equal to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured First Lien Net Leverage Ratio to be greater than 4.00 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereofamount, excluding provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iiiC) aboveall Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the proceeds from any such incurrence foregoing shall be included in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time numerator of such redesignationFirst Lien Net Leverage Ratio calculation regardless of whether, the Borrower would be permitted or to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of claritywhat extent secured, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may may, at any time and time, or from time to time after the Closing Date on one or more occasions, by written notice to the Administrative Agent elect to request Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical to the terms and conditions of any existing Class of Revolving Commitments hereunder (i“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new term loan facilities or an increase in any existing tranche tranches of Term Loans (each, an “Incremental Term Facility”) with new term loan revolving credit commitments (each, an a “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental New Revolving Commitment”; ” and, together with the Incremental Term Facilitiesany Increase Revolving Commitments, collectively referred to as the “Incremental FacilityRevolving Commitments”); (iii) the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan Commitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); in an aggregate principal amount not in excess of the sum of: (i) the lesser of to exceed (x) $50,000,000 1,200,000,000 to be used solely to finance the acquisition of Real Estate and Gaming Assets (reduced on a dollar for dollar basis for any Indebtedness incurred to acquire Real Estate and Gaming Assets pursuant to Section 8.04(aa)); plus (y) an amount such thatunlimited amount, provided, that immediately after giving effect to the establishment of any such Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving and Incremental Term Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereofthereof (including any related acquisition or Investment permitted hereunder); on a Pro Forma Basis, excluding (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.45 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.75 to 1.00 (provided, however, if such Incremental Commitments are being incurred in connection with a Significant Acquisition, the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.80 to 1.00) (provided, that, for the purposes of any such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of any such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting), and any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments and assuming the full shall be in a minimum amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount50,000,000. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocations; provided, that (A) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new Term Loan Commitments under a new term loan facilities facility or under the existing term facility or any increase under an increase in any existing tranche of Term Loans (each, an “Incremental Term FacilityLoan Commitment”) with and/or one or more new term loan commitments Revolving Loan Commitments under the then existing revolving facility (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”) or ), in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (ii) an increase to the existing Revolving Commitments (date of establishment of any such increaseIncremental Facility, an “Incremental Revolving Increase” and the commitments thereunderIncrease Effective Date”); provided, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, that the aggregate principal amount of the all Incremental Revolving Loan Commitments does shall not exceed $100,000,000 plus (ii) 10,000,000 in the aggregate amount of aggregate. The opportunity to commit to provide all voluntary prepayments of Revolving Loans with or a corresponding permanent reduction portion of the Revolving Commitments Incremental Facilities shall be offered by the Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at agreed to provide such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility shall be effective, which shall be a date not less than Facilities within ten (10) Business Days after receiving such offer from the date Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on which such notice is delivered terms no less favorable to the Administrative Agent Borrower) to any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of such earlier date as the Administrative Agent shall agree Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion) and (ii) , to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the identity of extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Person Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to whom Incremental Revolving Loan Commitments, the Borrower proposes Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be allocated and the amounts required under Section 10.04 for an assignment of such allocationstype of Loans or Commitments, as applicable, to such Eligible Assignee.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) one revolving loan facility or, after establishment, an increase to the existing Revolving Commitments in such revolving loan facility (such increase, an “Incremental Revolving Increase” and the initial or subsequent commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser greater of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment 75% of any Incremental Revolving Commitment, the aggregate principal amount Consolidated EBITDA on a Pro Forma Basis as of the Revolving Commitments does not exceed $100,000,000 last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b) plus (ii) the aggregate amount of all voluntary prepayments of (A) Term Loans and (B) Incremental Revolving Loans with a corresponding permanent reduction of the Incremental Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing (A) in the case of any Incremental Facility that is secured by the Collateral on a pari passu basis with the Initial Term Loans or on a junior lien basis with the Initial Term Loans, the Consolidated Senior Secured Net Leverage Ratio to be greater than 4.00 (1) 4.50 to 1.00, if secured on a pari passu basis with the Initial Term Loans or (2) 5.00 to 1.00, if secured on a junior basis with the Term Loans, or (B) in the case of any Incremental Facility that is unsecured, the Consolidated Total Net Leverage Ratio to be greater than (1) 5.50 to 1.00, in each case, calculated after giving pro forma effect Pro Forma Effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 2.25 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 5,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower Parent may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments Loan Commitments (each, an “Incremental Term Loan Commitment”) or (ii) by an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; amount not less than individually and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does for all such requests, not to exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 [*] (it being understood and agreed agreed, for the avoidance of doubt, that unless notified such amount shall not be increased by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts amount of any prepayment or repayment of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) aboveTerm Loans); provided that the Borrower no such Incremental Term Loan Commitments (other than in respect of Conversion Date Indebtedness) may redesignate any such Indebtedness originally designated as be incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement prior to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental AmountConversion Anniversary Date. Each Any such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower Parent proposes that commitments under the applicable Incremental Facility Term Loan Commitments shall be effective, which shall be a date not less than ten fifteen (1015) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date shorter time as agreed by the Administrative Agent shall agree in its sole discretion) Borrower and the Required Lenders), (ii) the identity of each Person to whom the Borrower proposes any portion proposed size and terms of such Incremental Term Loan Commitment Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or Incremental Revolving Commitment, such shorter time as applicable, be allocated agreed by the Borrower and the amounts Required Lenders), the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such allocationsunsubscribed portion of the Incremental Term Loan Commitments. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower may at any time and from time to time may, after the Closing Date Restatement Effective Date, by written notice (each, an “Incremental Notice”) to the Administrative Agent elect to request (x) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments and/or (y) the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) by an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of $50.0200.0 million in the sum of: (i) aggregate for all increases and commitments contemplated by the lesser of foregoing clauses (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does and not exceed less than $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount5.0 million individually. Each such notice noticeIncremental Notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable increased or new Commitments referred to in such Incremental Facility Notice shall be effective, (each, an “Increase Effective Date”) which shall be a date not less than ten (10) 105 Business Days (or such lesser number of Business Days that the Administrative Agent shall agree to in its sole discretion) after the date on which such notice noticeIncremental Notice is delivered to the Administrative Agent and (ii)(and the date of the making of any Incremental Term Loans may occur after any Increase Effective Date with respect to any Incremental Term Loan Commitments referred to in such Incremental Notice) and the aggregate amount of such increased or such earlier date as new Commitments; provided that one Increase Joinder and one Incremental Notice may only relate to either increases in the Administrative Agent shall agree in its sole discretion) Revolving Commitments or Incremental Term Loan Commitments but not both increases to Revolving Commitments and Incremental Term Loan Commitments; provided further that for the avoidance of doubt, once repaid, no Incremental Term Loans may be reborrowed and (ii) with respect to any increases in the Revolving Commitments, the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment increased or Incremental Revolving Commitment, as applicable, new Commitments be allocated and the amounts of such allocations; provided further that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. All persons providing increases to the existing Revolving Commitments pursuant to this Section 2.19 shall be reasonably approved (such approval not to be unreasonably withheld) by the Administrative Agent, the Issuing Bank and the Swingline Lender. The increased or new Commitments contemplated by each separate Incremental Notice shall each be represented by a separate Increase Joinder. The number of separate borrowing dates for Incremental Term Loan Commitments represented by each Increase Joinder shall be subject to a maximum agreed by the Administrative Agent and the Borrower. Each borrowing under the Incremental Term Commitments under any Increase Joinder (other than those made on the Increase Effective Date with respect to such Increase Joinder, which shall be subject to the conditions in Section 2.19(b)) on any day shall be subject satisfaction of the following conditions: (i) the conditions set forth in Section 4.02 and, for the avoidance of doubt, the compliance with the borrowing procedures set forth in Sections 2.02 and 2.03, (ii) after giving pro forma effect to the borrowings to be made on such day and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings, Borrower shall be in compliance on a Pro Forma Basis with each of the covenants set forth in Sections 6.10(a) and (b) as of the last day of the most recent Test Period, treating such borrowings, increase in Indebtedness and consummation as if they occurred on the first day of the last Test Period (and the Borrower shall have delivered the Administrative Agent an Officers’ Certificate as to the satisfaction of the conditions set forth in this clause (ii)) and (iii) such other conditions (if any) as may be agreed among the Borrower, the Administrative Agent and the other persons party to such Increase Joinder (the conditions in this sentence, the “Post-Increase Effective Date Conditions”). For the avoidance of doubt, all Loans made pursuant to an Increase Joinder shall have the same terms.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount, when combined with the aggregate amount of Incremental Revolving Commitments under Section 3.16) and all Incremental Equivalent Debt under Section 2.5, not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 300,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Term Loans and voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 3.00 to 1.001.0, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereofamount, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Amendment No. 5 Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan revolving credit facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Revolving Facility”) with new term loan revolving commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereundereach, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 (excluding, for the avoidance of doubt the aggregate amount of the Existing Incremental Term Loans and New Term Loans) not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 300,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 3.00 to 1.001.0, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereofamount, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause ) plus (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 all prior voluntary terminations of Revolving Commitments) (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, first, amounts of the type described in clause (ii) above prior to the utilization of amounts under clauses (i) or (iii) above and, second, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses clause (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iiiii) above (without giving effect to any incurrence in respect of clause (i) or (iiiii)), second, calculating the incurrence in respect of clause (iiiii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Revolving Commitment Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Revolving Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender) to whom the Borrower proposes any portion of such Incremental Term Loan Revolving Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term FacilityFacility Request”) with new to Agent elect to request no more than four times during the term loan of this Agreement, commitments for one or more additional tranches of term loans or an increase to the existing Tranche B Term Loan Commitments (eacheach such commitment, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or (ii) an increase to and/or increases in the existing Revolving Loan Commitments (such increaseeach, an “Incremental Revolving IncreaseLoan Commitment” and the commitments loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, Facility” and collectively referred to as the “Incremental FacilityFacilities”) in by an aggregate principal amount not in excess of $100,000,000 in the sum of: aggregate and not less than $5,000,000 individually; provided, that the aggregate amount of Incremental Revolving Loan Commitments shall not exceed $25,000,000. Each such Incremental Facility Request shall specify (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans Loan Commitment or Incremental Revolving Commitments Loan Commitment being requested and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility increased or new Loans and Commitments (and any increase in the L/C Sublimit, if applicable) shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent Agent; provided that any existing Lender or L/C Issuer approached to provide all or a portion of the increased or new Commitments (and increase in the L/C Sublimit, if applicable) may elect or such earlier date as the Administrative Agent shall agree decline, in its sole discretion) , to provide such increased or new Commitment (and (ii) increase in the identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving CommitmentL/C Sublimit, as if applicable, be allocated and the amounts of such allocations).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments Loan Commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” in a minimum amount of at least $10,000,000 and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not integral multiples of $5,000,000 in excess of the sum of: (i) the lesser of (x) $50,000,000 thereof, and (y) an amount such that, after giving effect up to the establishment of any Incremental Revolving Commitment, the a maximum aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount25,000,000. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable such Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Loans be allocated and the amounts of such allocations; provided that, (1) Borrower shall first seek Incremental Term Loan Commitments from the existing Fortress Lenders (provided further that none of the existing Fortress Lenders will be required to provide any Incremental Term Loan Commitments, and any decision whether or not to do so by any such existing Fortress Lender shall be made at the sole discretion of such existing Fortress Lender), (2) if such existing Fortress Lenders decline to provide all or a portion of such Commitments on terms acceptable to Borrower within a reasonable period of time (in any event, not to exceed ten (10) Business Days) following such request, then Borrower may seek commitments therefor from other Eligible Assignees (an “Additional Lender”) and (3) if Borrower obtains Incremental Term Loan Commitments from such Additional Lenders containing material terms (it being understood that (x) any economic terms and (y) the general scope of collateral and guarantees supporting such Indebtedness are material) that are different from the terms initially offered to such existing Fortress Lenders, Borrower will notify such existing Fortress Lenders of the new terms for such Incremental Term Loan Commitments and such existing Fortress Lenders will have ten (10) Business Days following such notice to decide whether to provide any such Incremental Term Loan Commitments; provided further that the Administrative Agent shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Additional ▇▇▇▇▇▇’s making such Incremental Term Loans if such consent would be required under Section 10.6 for an assignment of Loans, as applicable, to such Additional Lender.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent (the “Incremental Request”) elect to request the establishment of request: (i) one or more new term loan facilities or upon the consummation of the IPO and during the IPO Incremental Availability Period, an increase in any to the existing tranche of Term Loans Commitments (each, an “IPO Incremental Term FacilityRevolving Commitment”, and the Loans thereunder, the “IPO Incremental Revolving Loans” and the “IPO Incremental Commitments”), by an incremental aggregate amount not in excess of $100,000,000 for total Revolving Loan Commitments, after giving effect to any IPO Incremental Revolving Commitment, of up to $250,000,000; and (ii) following the IPO and the Increase Effective Date with respect to the IPO Incremental Commitments but prior to the Final Loan Maturity Date, an increase to the existing Commitments then in effect (each, an “Additional Incremental Revolving Commitment”, and the Loans thereunder, the “Additional Incremental Revolving Loans”) with and/or (y) the establishment of one or more new term loan commitments (each, an “Additional Incremental Term Loan Commitment” (and the Loans thereunder, the “Additional Incremental Term Loans”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Additional Incremental Term FacilitiesRevolving Commitments, collectively referred to as the “Additional Incremental FacilityCommitments”) in ), by an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus 100,000,000. (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Commitments shall be effective, which shall be a date not less than ten three (103) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocationsallocations; provided that any existing Lender approached to provide all or a portion of the Additional Incremental Commitments may elect or decline, in its sole discretion, to provide such Additional Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of at least $1,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the aggregate limit in respect of applicable Incremental Commitments set forth in above).

Borrower Request. The Borrower may at any time and from time to time after the Closing Subsequent First Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such thatamount, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) when combined with the aggregate amount of all voluntary prepayments of Revolving Incremental Term Loan Commitments, Incremental Term Loans with a corresponding permanent reduction of the and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured First Lien Net Leverage Ratio to be greater than 4.00 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and (but without giving effect to any amounts incurred under the use of proceeds thereofimmediately following clause (ii)), excluding provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided) and (C) all Incremental Term Facilities, for purposes Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount foregoing shall be available under this clause (iii) for any purposeincluded in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant or to Section 2.15 (it being understood and agreed that unless notified by the Borrowerwhat extent secured, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or plus (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i)$500,000,000, (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Subsequent First Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the sum of: greater of (i) the lesser of (x) $50,000,000 500,000,000 and (yii(i) an amount such that, after giving effect equal to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured First Lien Net Leverage Ratio to be greater than 4.00 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and amount, (but without giving effect to any amounts incurred under the use of proceeds thereofimmediately following clause (ii)), excluding provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided) and (C) all Incremental Term Facilities, for purposes Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount foregoing shall be available under this clause (iii) for any purposeincluded in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant or to Section 2.15 (it being understood and agreed that unless notified by the Borrowerwhat extent secured, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or plus (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i)$500,000,000, (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request prior to the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (eachMaturity Date for the Revolving Credit Facility, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereundereach, an “Incremental Revolving Commitment”; and), together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in by an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 250,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount Incremental Revolving Commitment (assuming that such Incremental Revolving Commitment is fully drawn) and the use application of the proceeds thereoftherefrom, excluding would not result in a Consolidated Net Leverage Ratio greater than the cash proceeds then applicable ratio specified in Section 7.11(b) less 0.50 to 1.00 (determined on the basis of any Incremental Term Loans or Incremental Revolving Commitments the financial information most recently delivered to the Administrative Agent and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred Lenders pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i6.01(a) or (iib) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any as though such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above Incremental Revolving Commitment had been consummated as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion first day of the Available Incremental Amount and shall not reduce the Available Incremental Amountfiscal period covered thereby). Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The After the Restatement Effective Date, any Borrower (including any Designated Subsidiary) may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the establishment of (i) one or more new term loan facilities or Maturity Date for the Revolving Loans, an increase in to any of the existing tranche of Term Loans Revolving Loan Commitments (each, an “Incremental Term FacilityRevolving Loan Commitment”) with and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Loan Commitment”, which, for the avoidance of doubt, will exclude the increase in Term Loans on the Restatement Effective Date), by an amount (such amount, the “Maximum Incremental Facilities Amount”) or equal to the sum of (i) an aggregate amount not to exceed $300,000,000, plus (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal additional amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such thatif, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and amount, the use Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of proceeds thereofIncremental Revolving Loan Commitments, excluding that such Incremental Revolving Loan Commitments are fully drawn) (collectively, the cash proceeds “Maximum Incremental Facilities Amount”); provided that if at the time of any Incremental Term Loans such incurrence or Incremental Revolving Commitments issuance, there is capacity under the foregoing clause (ii), then such capacity shall be deemed to be utilized pursuant to clause (ii) prior to utilizing any capacity available to the Borrowers under the foregoing clause (i), plus (iii) an aggregate amount not to exceed $575,000,000 less (x) the amount outstanding under any Aus Local Financing and assuming (y) the full amount of any Aus Intercompany Loan or Aus Qualified Intercompany Loan loaned by the Co-Investor on the Aus Reorganization Date (such amount, the “Aus Reorganization Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iiiCommitments”), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available which amounts under this clause (iii) for any purpose, minus may (A) may be used solely to finance the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant Aus Reorganization or the Aus Acquisition or to Section 2.15 (it being understood and agreed that unless notified by finance the BorrowerAus Repayment, (IB) the be incurred only by a Domestic Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (IIC) Loans may only be incurred in respect of any as one or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any more Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental AmountCommitments. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Applicable Borrower proposes that commitments under the applicable Incremental Facility Commitments shall be effective, which shall be a date not less than ten (10) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).

Borrower Request. The Borrower may may, at any time and time, or from time to time after the Closing Date on one or more occasions, by written notice to the Administrative Agent elect to request Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical to the terms and conditions of any existing Class of Revolving Commitments hereunder (i“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new term loan facilities or an increase in any existing tranche tranches of Term Loans (each, an “Incremental Term Facility”) with new term loan revolving credit commitments (each, an a “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental New Revolving Commitment”; ” and, together with the Incremental Term Facilitiesany Increase Revolving Commitments, collectively referred to as the “Incremental FacilityRevolving Commitments”); (iii) the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan Commitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); in an aggregate principal amount not in excess of the sum of: (i) the lesser of to exceed (x) $50,000,000 1,200,000,000 to be used solely to finance the acquisition of Real Estate and Gaming Assets (reduced on a dollar for dollar basis for any Indebtedness incurred to acquire Real Estate and Gaming Assets pursuant to Section 8.04(aa)); plus (y) an amount such thatunlimited amount, provided, that immediately after giving effect to the establishment of any such Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving and Incremental Term Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereofthereof (including any related acquisition or Investment permitted hereunder); on a Pro Forma Basis, excluding (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.45 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.75 to 1.00 (provided, however, if such Incremental Commitments are being incurred in connection with a Significant Acquisition, the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.80 to 1.00) (provided, that, for the purposes of any such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of any such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting), and any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments and assuming the full shall be in a minimum amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount50,000,000. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, Commitments be allocated and the amounts of such allocationsallocations; provided, that (A) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.

Borrower Request. The Borrower may at any time and from time to time after the Closing Acquisition Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the sum of: greater of (i) the lesser of (x) $50,000,000 500,000,000 and (yii) an amount such that, after giving effect equal to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured First Lien Net Leverage Ratio to be greater than 4.00 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereofamount, excluding provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iiiC) aboveall Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the proceeds from any such incurrence foregoing shall be included in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time numerator of such redesignationFirst Lien Net Leverage Ratio calculation regardless of whether, the Borrower would be permitted or to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of claritywhat extent secured, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “"Incremental Term Facility”") with new term loan commitments (each, an “"Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”") in an aggregate principal amount, when combined with the aggregate amount of Incremental Revolving Commitments under Section 3.16) and all Incremental Equivalent Debt under Section 2.5, not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 300,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Term Loans and voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.001.0, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “"Available Incremental Amount”"). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans or Senior Notes shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility a "Term Loan Increase Effective Date”") on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations."

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments (each an “Incremental Revolving Commitment”) and/or (y) the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunderterm loans made pursuant thereto, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental FacilityTerm Loans”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) by an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignationLoans, the Borrower would be permitted to incur under clause (iii) Aggregate Incremental Amount does not exceed the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); Incremental Cap and in minimum increments of an amount not less - 88 - than $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amountindividually. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility increased or new Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as is acceptable to the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment increased or Incremental Revolving Commitment, as applicable, new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided further that each person who is not an existing Lender to which new Commitments are to be allocated must be a bank, financial institution or other institution (other than Holdings or any Subsidiary of Holdings) reasonably acceptable to the Administrative Agent; provided further that each person who is not an existing Revolving Lender to which Incremental Revolving Commitments are to be allocated must be a bank, financial institution or other institutional lender (other than Sponsors, Holdings or any Subsidiary or Affiliate of Holdings or Sponsors) reasonably acceptable to the Issuing Bank and the Swingline Lender.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the establishment of (i) one or more new term loan facilities or Maturity Date for the Revolving Credit Facility, an increase in any to the existing tranche of Term Loans Revolving Credit Commitments (each, an “Incremental Term FacilityRevolving Commitment”) with in an aggregate amount not to exceed the Available Revolving Incremental Amount and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the each an “Incremental Commitment”), by an aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of not to exceed the Revolving Commitments Available Term Incremental Amount (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignatedincurrence); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Revolving Commitments or Incremental Term Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier other date as agreed to by the Administrative Agent shall agree in its sole discretionAgent) and (ii) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment Revolving Commitments or Incremental Revolving Commitment, as applicable, Term Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment. Each Incremental Term Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Term Commitments set forth in above). Each Incremental Revolving Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $500,000 in excess thereof.

Borrower Request. The Borrower Parent may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments Loan Commitments (each, an “Incremental Term Loan 83 Commitment”) or (ii) by an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; amount not less than [*] individually and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does for all such requests, not to exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 [*] (it being understood and agreed agreed, for the avoidance of doubt, that unless notified such amount shall not be increased by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts amount of any prepayment or repayment of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) aboveTerm Loans); provided that the Borrower no such Incremental Term Loan Commitments (other than in respect of Conversion Date Indebtedness) may redesignate any such Indebtedness originally designated as be incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement prior to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental AmountConversion Anniversary Date. Each Any such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower Parent proposes that commitments under the applicable Incremental Facility Term Loan Commitments shall be effective, which shall be a date not less than ten fifteen (1015) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date shorter time as agreed by the Administrative Agent shall agree in its sole discretion) Borrower and the Required Lenders), (ii) the identity of each Person to whom the Borrower proposes any portion proposed size and terms of such Incremental Term Loan Commitment Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or Incremental Revolving Commitment, such shorter time as applicable, be allocated agreed by the Borrower and the amounts Required Lenders), the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such allocationsunsubscribed portion of the Incremental Term Loan Commitments. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments Commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase or, prior to the existing Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving IncreaseCommitment” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term FacilitiesLoan Commitments, collectively referred to as the “Incremental FacilityLoan Commitments”) in an aggregate principal amount so long as before and after giving effect to any such Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not in excess of the sum of: exceed 1.25 to 1.00 (i) the lesser of calculated (x) $50,000,000 as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and (y) an amount such that, after giving effect to the establishment excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Revolving Commitment, Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction remaining available balance of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above)Commitments; provided that at the option of the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, in connection with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay finance permitted acquisitions or otherwise redeemother permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), repurchase or retire Term Loans shall not utilize any portion compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the Available Incremental Amount and shall not reduce fiscal quarter ended immediately preceding the Available Incremental Amountdate on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person person (which much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment increased or Incremental Revolving Commitment, as applicable, new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower EnergySolutions may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of request: (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (eachprior to the Revolving Maturity Date, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental FacilityCommitments”) in by an aggregate principal amount not in excess of the sum of: Incremental Commitment Cap in the aggregate and not less than $5,000,000 individually (ior, if less, the amount of the Incremental Commitment Cap); (ii) prior to the lesser of (x) $50,000,000 and (y) an amount such thatTerm Loan Maturity Date, after giving effect to the establishment of any one or more new Term Commitments (each, an “Incremental Revolving Term Commitment”) by an amount not in excess of the Incremental Commitment Cap in the aggregate and not less than $5,000,000 individually (or, if less, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus Incremental Commitment Cap); (iii) after the Third Amended and Restated Credit Agreement Effective Date, the establishment of one or more Reclamation L/C Facility Commitments (“Reclamation L/C Facility Commitments”) by an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts in excess of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above Reclamation L/C Facility Commitment Cap; and (IIiv) Loans may be incurred in respect of any or all of clauses (i), (ii) after the Third Amended and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignationRestated Credit Agreement Effective Date, the Borrower would be permitted to incur under clause establishment of one Zion Incremental Facility Commitment (iii“Zion Incremental Facility Commitment”) the aggregate principal by an amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as not in excess of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Zion Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental AmountFacility Commitment Cap. Each such notice shall specify (ix) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower EnergySolutions proposes that commitments under the applicable Incremental Facility increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (iiy) the identity of each Person the financial institution to whom the Borrower EnergySolutions proposes any portion of such Incremental Term Loan Commitment increased or Incremental Revolving Commitment, as applicable, new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new Term Loan Commitments under a new term loan facilities facility or under the existing term facility or any increase under an increase in any existing tranche Tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under a new revolving facility (iian “Additional Revolving Commitment”) an increase to or under the then existing revolving facility (a “Revolving Commitments (such increaseCommitment Increase” and together with any Additional Revolving Commitment, each an “Incremental Revolving IncreaseLoan Commitment” and together with any Incremental Term Loan Commitment, the commitments thereunder“Incremental Facilities”), in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (the date of establishment of any such Incremental Facility, an “Incremental Revolving CommitmentIncrease Effective Date”; and, together with the ). Any existing Lender approached to provide all or a portion of such Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Loan Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether may elect or not funded or outstanding); provideddecline, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, solely if and to the extent such consent would be allocated and the amounts required under Section 10.04 for an assignment of such allocationsType of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the avoidance of doubt, the Borrower shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) one revolving loan facility or, after establishment, an increase to the existing Revolving Commitments in such revolving loan facility (such increase, an “Incremental Revolving Increase” and the initial or subsequent commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser greater of (x) $50,000,000 100,000,000 and (y) an amount such that, after giving effect to the establishment 75% of any Incremental Revolving Commitment, the aggregate principal amount Consolidated EBITDA on a Pro Forma Basis as of the Revolving Commitments does not exceed $100,000,000 last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b) plus (ii) the aggregate amount of all voluntary prepayments prepayments, other than the Extension Voluntary Prepayment, of (A) Term Loans and (B) Incremental Revolving Loans with a corresponding permanent reduction of the Incremental Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term IndebtednessIndebtedness and which may not be secured on a pari passu basis with the Initial Term Loans and the 2022 Term Loans) plus (iiiiiiii ) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing (A) in the case of any Incremental Facility that is secured by the Collateral on a pari passu basis with the Initial Term Loans or on a junior lien basis with the Initial Term Loans or 2022 Term Loans, the Consolidated Senior Secured Net Leverage Ratio to be greater than 4.00 (1) 4.50 to 1.00, if secured on a pari passu basis with the Initial Term Loans or (2) 5.00 to 1.00, if secured on a junior basis with the Term Loans, or (B) in the case of any Incremental Facility that is unsecured, the Consolidated Total Net Leverage Ratio to be greater than (1) 5.50 to 1.00, in each case, calculated after giving pro forma effect Pro Forma Effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iiiiiiii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be, no amount shall be available under this clause (iiiiiiii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 2.25 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iiiiiiii) above prior to the utilization of amounts under clauses clausesclause (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), and (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), and (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iiiiiiii ) above (without giving effect to any incurrence in respect of clause (i) or (ii))) and , second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness (in an amount not to exceed, with respect to clause (i), at any time the greater of (x) $50,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b)) originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 5,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower Borrowers may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new Term Loan Commitments under a new term loan facilities facility or under the existing term facility or any increase under an increase in any existing tranche of Term Loans (each, an “Incremental Term FacilityLoan Commitment”) with new term loan commitments and/or any increase in Revolving Commitments under the then existing revolving facility (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”) or ), in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (ii) an increase to the existing Revolving Commitments (date of establishment of any such increaseIncremental Facility, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving CommitmentIncrease Effective Date ”); and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, provided that after giving effect to the establishment of any Incremental Revolving CommitmentLoan Commitments, the aggregate principal amount of the Revolving Commitments does shall not exceed $100,000,000 plus (ii) the aggregate amount of 40,000,000. Any existing Lender approached to provide all voluntary prepayments of Revolving Loans with or a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence portion of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans Loan Commitments or Incremental Revolving Loan Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether may elect or not funded or outstanding); provideddecline, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if such consent would be allocated and the amounts required under Section 10.04 for an assignment of such allocationstype of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that the Borrowers shall offer the opportunity to participate in any Incremental Facility first to the existing Lenders on a pro rata basis with respect to their Commitments and Loans outstanding at such time and, to the extent that such existing Lenders have not agreed to provide such Incremental Facilities within ten business days after receiving such offer from the Borrowers on the terms specified by the Borrowers or any arranger of such Incremental Facilities, the Borrowers may then offer such opportunity to other Persons (which may include existing Lenders).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the establishment of (i) one or more new term loan facilities or Maturity Date for the Revolving Credit Facility, an increase in any to the existing tranche of Term Loans Revolving Credit Commitments (each, an “Incremental Term FacilityRevolving Commitment”) with in an aggregate amount not to exceed the Available Revolving Incremental Amount and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the each an “Incremental Commitment”), by an aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of not to exceed the Revolving Commitments Available Term Incremental Amount (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignatedincurrence); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Revolving Commitments or Incremental Term Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier other date as agreed to by the Administrative Agent shall agree in its sole discretionAgent) and (ii) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment Revolving Commitments or Incremental Revolving Commitment, as applicable, Term Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment. Each Incremental Term Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above). Each Incremental Revolving Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $500,000 in excess thereof.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the the(a) Administrative Agent elect to request the establishment of (i) one or more new Term Loan Commitments under a new term loan facilities facility or under the existing term facility or any increase under an increase in any existing tranche of Term Loans (each, an “Incremental Term FacilityLoan Commitment”) with and/or one or more new term loan commitments Revolving Loan Commitments under the then existing revolving facility (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”) or ), in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (ii) an increase to the existing Revolving Commitments (date of establishment of any such increaseIncremental Facility, an “Incremental Revolving Increase” and the commitments thereunderIncrease Effective Date”); provided, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, that the aggregate principal amount of the all Incremental Revolving Loan Commitments does shall not exceed $100,000,000 plus (ii) 10,000,000 in the aggregate amount of aggregate. The opportunity to commit to provide all voluntary prepayments of Revolving Loans with or a corresponding permanent reduction portion of the Revolving Commitments Incremental Facilities shall be offered by the Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at agreed to provide such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility shall be effective, which shall be a date not less than Facilities within ten (10) Business Days after receiving such offer from the date Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on which such notice is delivered terms no less favorable to the Administrative Agent Borrower) to any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of such earlier date as the Administrative Agent shall agree Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion) and (ii) , to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the identity of extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Person Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to whom Incremental Revolving Loan Commitments, the Borrower proposes Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would 110 US-DOCS\121951479.16133960081.2 be allocated required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee. Conditions. Such Incremental Term Loan Commitments and Incremental(b) Revolving Loan Commitments shall become effective, as of such Increase Effective Date; provided that: Immediately after giving effect to the funding of such Incremental(i) Facility, no Event of Default would exist; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the foregoing condition may be limited by the Lenders providing such Incremental Facility to (x) on the LCA Test Date, immediately after giving effect to the funding of such Incremental Facility, no Event of Default would exist and (y) on the date of funding of such Incremental Facility, no Event of Default under Section 8.01(a), (b), (g) or (h) would exist immediately after giving effect to the funding of such Incremental Facility; provided that any Limited Condition Acquisition remains subject to the terms of Section 1.06 hereof; the proceeds of the Incremental Term Loans and/or Incremental(ii) Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; the Borrower shall deliver or cause to be delivered any customary(iii) amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; any such Incremental Term Loans or Incremental Revolving Loans(iv) shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Maximum Incremental Amount available at such time); any Incremental Facilities shall be secured on a pari passu basis(v) with the Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; and subject to customary “SunGard” limitations consistent with those(vi) applicable to the Closing Date Acquisition (to the extent agreed to by the Lenders providing the applicable Incremental Facility and the amounts extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Acquisition), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) both before and after giving effect to such Incremental Facility (or if incurred in connection with a Limited Condition Acquisition on the LCA Test Date) with the same effect as though made on and as of such allocations.date, except to the extent such representations and warranties 111 US-DOCS\121951479.16133960081.2

Borrower Request. The Borrower may at any time and from time to time after the Closing Amendment No. 5 Effective Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess (excluding, for the avoidance of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitmentdoubt, the aggregate principal amount of the Existing Incremental Term Loans and the New Term Loans) when combined with the aggregate amount of Incremental Revolving Commitments does under Section 3.16,3.16 (other than those issued pursuant to clause (iii) of the first sentence of Section 3.16(a)), not exceed in excess of (i) $100,000,000 300,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 3.00 to 1.001.0, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereofamount, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, utilized amounts of the type described in clause (iiiii) above prior to the utilization of amounts under clauses clause (i) or (ii) above and (II) Loans may be incurred in respect of any or all of both clauses (i), (ii) and (iiiii) above, and the proceeds from any such incurrence in respect of both clauses (i), ) and (ii) and (iii) above, above may be utilized in a single transaction by, first, by first calculating the incurrence in respect of clause (iiiii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, and then calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment 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 (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

Borrower Request. The Borrower may at At any time and from time to time after the later of (A) the Closing Date and (B) the earlier of (x) the completion of a Successful Syndication (as defined in the Fee Letter) and (y) 60 days after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities Term Commitments or an increase increases in any existing tranche the amount of the Term Loans (each, an “Incremental Term Facility”) with new term loan commitments Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or (ii) an increase revolving commitments under a revolving credit facility including, at the Borrower’s election and with the Administrative Agent’s approval (not to be unreasonably withheld or conditioned), subfacilities for swing line loans and letters of credit (a “Revolving Credit Facility”) or increases in the existing amount of the revolving commitments in respect of a Revolving Commitments Credit Facility (such increase, an “Incremental Revolving Increase” and the commitments thereundereach, an “Incremental Revolving Commitment”; ” and loans pursuant thereto “Incremental Revolving Loans” and, together collectively with the Incremental Term FacilitiesLoans, collectively referred to as the “Incremental FacilityLoans”) in ), by an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, Total Cap in the aggregate principal amount and not less than […***…] individually or any larger multiple of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount[…***…]. Each such notice shall specify (ix) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility increased or new Commitments shall be effective, which shall be a date not less than ten five (105) Business Days (or such lesser period as may be consented to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (iiy) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment increased or Incremental Revolving Commitment, as applicable, new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that the consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent with respect to the Persons providing such Incremental Loans, Incremental Term Loan Commitments or Incremental Revolving Commitments shall be required to the extent such consent otherwise would be required under Section 10.01.

Borrower Request. The Borrower may at At any time and from time to time after the later of (A) the Closing Date and (B) the earlier of (x) the completion of a Successful Syndication (as defined in the Fee Letter) and (y) 60 days after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities Term Commitments or an increase increases in any existing tranche the amount of the Term Loans (each, an “Incremental Term Facility”) with new term loan commitments Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or (ii) an increase to revolving commitments under a Revolving Credit Facility or increases in the existing amount of the Revolving Commitments in respect of a Revolving Credit Facility (such increase, an “Incremental Revolving Increase” and the commitments thereundereach, an “Incremental Revolving Commitment”; ” and loans pursuant thereto “Incremental Revolving Loans” and, together collectively with the Incremental Term FacilitiesLoans, collectively referred to as the “Incremental FacilityLoans”) in an aggregate principal amount not in excess of ; the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any referred to herein as “Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental AmountCommitments”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (ix) the date (each, an “Incremental Facility Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility increased or new Commitments shall be effective, which shall be a date not less than ten (10) five Business Days (or such lesser period as may be consented to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (iiy) the identity of each Person Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitment increased or Incremental Revolving Commitment, as applicable, new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided further that the consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent with respect to the Persons providing such Incremental Loans, Incremental Term Loan Commitments or Incremental Revolving Commitments shall be required.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new Term Loan Commitments under a new term loan facilities facility or under the existing term facility or any increase under an increase in any existing tranche of Term Loans (each, an “Incremental Term FacilityLoan Commitment”) with and/or one or more new term loan commitments Revolving Loan Commitments under a new revolving facility (each, an “Additional Revolving Commitment”) or under the then existing revolving facility (a “Revolving Commitment Increase” and together with any Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”) or ), in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (ii) an increase to the existing Revolving Commitments (date of establishment of any such increaseIncremental Facility, an “Incremental Revolving Increase” and the commitments thereunderIncrease Effective Date”); provided, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, that the aggregate principal amount of the all Additional Revolving Commitments does or Incremental Revolving Loan Commitments shall not exceed $100,000,000 plus (ii) 9,000,000 in the aggregate amount of aggregate. The opportunity to commit to provide all voluntary prepayments of Revolving Loans with or a corresponding permanent reduction portion of the Revolving Commitments (Incremental Facilities shall be offered by the Borrower first to the existing Lenders on a pro rata basis and, to the extent that such existing Lenders have not financed with the proceeds agreed to provide such Incremental Facilities within five (5) Business Days after receiving such offer from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by Borrower, on the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified terms specified by the Borrower, (I) the Borrower shall be deemed Administrative Agent or any arranger of such Incremental Facilities, after being provided a bona fide opportunity to have utilizeddo so, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate then offer such opportunity to any such Indebtedness originally designated as incurred pursuant other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to clause (i) above if, at the time provide all or a portion of such redesignationIncremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available to provide such Incremental Amount”). Notwithstanding anything in this Agreement Term Loan Commitment or Incremental Revolving Loan Commitment and, to the contrary, extent any such Incremental Term Loans the proceeds of which Loan Commitments or Incremental Revolving Loan Commitments are used to repay or not provided by existing Lenders, each Lender providing such commitment shall otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify constitute an Eligible Assignee hereunder; provided that (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility 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, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have consented to any such Eligible Assignee providing all or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be allocated and the amounts required under Section 10.04 for an assignment of such allocationstype of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to any such Sponsor Investor or Affiliated Debt Fund.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to increase the Term Facility and/or request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the loans made pursuant to such Incremental Term FacilitiesLoan Commitment, collectively referred to as the “Incremental FacilityTerm Loans”) in an aggregate principal amount, when combined with the aggregate amount of all Incremental Revolving Commitments that shall have become effective (and assuming the full funding of such Incremental Term Loan Commitment and of all Incremental Revolving Commitments that shall have become effective), not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such thatIncremental Cap, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement amount equal to the contrary, any remaining maximum amount of permitted Incremental Commitments); provided that Incremental Refinancing Facilities and Incremental Term Loans thereunder may be incurred without regard to the proceeds of which are used to repay or otherwise redeem, repurchase or retire Incremental Cap (and any such Term Loans shall not utilize any portion reduce availability under clause (x) of the Available definition of Incremental Amount and shall not reduce the Available Incremental AmountCap). Each such notice shall specify (i) the date (each, an a “Incremental Facility Term Loan Increase Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility Term Loan Commitment shall be effective, which shall be a date not less than ten three (103) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.