Common use of Borrower Request Clause in Contracts

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, by written notice to the Administrative 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 (“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 tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental 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, or from time to time on one or more occasions, may by written notice to the Administrative AgentAgent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, request: an increase to the existing Revolving Credit Commitments (ieach, an “Incremental Revolving Commitment”) and/or (y) an increase to the existing Term Facility or the establishment of one or more additional revolving credit commitments with terms and conditions identical to the terms and conditions in respect of any existing Class a new tranche of Revolving Commitments hereunder term loans (each, an “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 tranches of revolving credit commitments (a “New Revolving Incremental Term Commitment” and, together with any Increase Incremental Revolving CommitmentsCommitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the sum of (iiiA) the establishment greater of one (1) $175,000,000 and (2) 100% of Consolidated EBITDA for the Measurement Period most recently ended on or more additional Term Loans with terms and conditions identical prior to the terms and conditions applicable Increase Effective Date plus (B) an unlimited amount so long as, in the case of any existing Class of Term Loans hereunder this clause (“Increase Term Loans” and the related commitmentsB), 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”); provided, that (x) immediately after giving effect to the relevant Incremental Facility, the Consolidated Leverage Ratio does not exceed 1.50:1.00 calculated on a pro forma basis (but without giving effect to any such Incremental amount incurred substantially simultaneously or contemporaneously therewith under clause (A) above or under any revolving facility, including the Revolving Commitments and Incremental Term Loans and Credit Facility), including the use application of the proceeds thereof (including any related acquisition or Investment permitted hereunder)in each case, 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) 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 Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for Commitments, in each case from any cash netting) and existing Lender (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments each of which shall be entitled to agree or decline to participate in a minimum amount of $50,000,000its sole discretion) and/or any Additional Lender. Each such notice pursuant to this Section 2.14(a) shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be the date on which the Incremental Term Commitment is drawn in full, (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that allocations and (Aiii) any existing Lender approached to provide all or a portion of the whether such Incremental Commitments may elect are Incremental Revolving Commitments 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 Term Commitments. Each 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 in 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 aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall $10,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be calculated subject to Section 1.07 to less than $10,000,000 if such amount represents all remaining availability under the extent applicable and, if the proceeds aggregate limit in respect 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 set forth in accordance with Section 1.08above).

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of revolving credit commitments Loans (a each, an “New Revolving Incremental Loan Commitment” and, together with any Increase Revolving Commitments, the or an “Incremental Revolving CommitmentsFacility”); , in each case, under the Loan Documents, in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Facility, an “Increase Effective Date”). The opportunity to commit to provide all or a portion of the Incremental Term Loans and Facilities shall be offered by the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), Borrower first to the existing Lenders on a Pro Forma Basispro rata basis (and on a non-pro rata basis, (1pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the Senior Secured Net Debt terms offered by the Borrower and such other Lenders and, to Adjusted Total Assets Ratio would the extent that such existing Lenders have not exceed 0.40 agreed 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 provide such Incremental Commitments are Facilities within ten (10) Business Days after receiving such offer from the Borrower or the Administrative Agent, after being incurred in connection with provided a Significant Acquisition)bona fide opportunity to do so, the Total Net Debt Borrower may then offer such opportunity (on terms no less favorable 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing LenderBorrower) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that other Eligible Assignees (A) any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment and, to the extent any such Incremental Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall constitute an Eligible Assignee hereunder; provided that the Administrative Agent shall have consented (which consent shall not be unreasonably withheld, delayed or conditioned) to any such Eligible Assignee providing all or any a portion of such Incremental Commitment offered to it Loan Commitment, if 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 andsuch consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, if the proceeds of the relevant Incremental Commitments will be applied as applicable, 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 1.08such Eligible Assignee.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative AgentAgent request from time to time prior to the Maturity Date, request: an increase to the Aggregate Revolving Loan Commitments (each, an “Incremental Revolving Facility Increase”) and add one or more tranches of term loans or increase an outstanding tranche of term loan (each, an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Facility Increase are collectively referred to as the “Incremental Facilities” and each, an “Incremental Facility”) in an aggregate amount for all such increases taken together not in excess of (i) the establishment greater of one or more additional revolving credit commitments with terms (A) $465,000,000 and conditions identical to the terms and conditions (B) 100% of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); providedPro Forma EBITDA, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; plus (ii) an unlimited amount, so long as on a Pro Forma Basis (assuming the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one or more additional Term Loans with terms full amount thereof is drawn 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”); provided, that (x) immediately after giving effect to any such Acquisition consummated in connection therewith (but excluding the cash proceeds of any Incremental Revolving Commitments and Incremental Term Loans and Facilities then being incurred from the use of proceeds thereof (including any related acquisition or Investment permitted hereundercash netting)), on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Leverage 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 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 shall be in a minimum amount of $50,000,0003.50:1.00. Each such notice shall specify (x) the date (each, an “Incremental Effective Date”) on which the Borrower proposes that such 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 Agent and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments Facility be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the such Incremental Commitments Facility may elect or decline, in its sole discretion, to provide such Incremental Facility (and if any existing Lender fails to respond to a request to provide all or any a portion of such Incremental Commitment offered to it and (B) any Eligible Assignee that is not an Facility, such existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (deemed to have declined to provide such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Facility). Each Incremental Commitment Facility shall be referred to as in an “Incremental Lender”). Any ratio calculated under this proviso to this clause (a) for purposes of determining the 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 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 1.08Facilities set forth above).

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: Agent elect to request (ix) the establishment of one or more additional revolving credit commitments with terms and conditions identical prior to the terms and conditions of any Maturity Date for the Revolving Credit Facility, an increase to the existing Class of Revolving Credit Commitments hereunder (each, an “Increase Incremental Revolving CommitmentsCommitment”); provided, that, upfront fees may be paid ) in an aggregate amount not to Lenders providing such Increase exceed the Available Revolving Commitments; Incremental Amount and/or (iiy) the establishment of one or more new tranches of revolving credit term loan commitments (a each, an “New Revolving Incremental Term Commitment” and, and together with any Increase Incremental Revolving CommitmentsCommitment, the each an “Incremental Revolving CommitmentsCommitment”); , by an aggregate amount not to exceed the Available Term Incremental Amount (iii) at the establishment time 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”incurrence); 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitments or Incremental Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such other date as agreed to by the Administrative Agent) and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Revolving Commitments or Incremental Term Commitments be allocated and the amounts of such allocations; provided, provided that (A) 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 all or any portion of such Incremental Revolving Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an or Incremental Term Commitment. Each Incremental Term Commitment shall be approved by 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 Administrative Agent (such approval not to be unreasonably withheld or delayed) (each aggregate limit in respect of Incremental Lender or existing Lender which agrees to make available an Commitments set forth in above). Each Incremental Revolving Commitment shall be referred to as in an “Incremental Lender”). Any ratio calculated under this proviso to this clause (a) for purposes of determining the aggregate 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 $5,000,000 or any whole multiple 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 $500,000 in accordance with Section 1.08excess thereof.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative AgentAgent elect to request (x) prior to the Revolving Credit Commitment Termination Date, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical increases to the terms and conditions of any existing Class of Revolving Credit Commitments hereunder (each, an “Increase Incremental Revolving CommitmentsCommitment”); provided) and/or (y) prior to the Term Loan Maturity Date, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new tranches of revolving credit term loan commitments (a each, an “New Revolving Incremental Term Loan Commitment” and, together with any Increase the Incremental Revolving CommitmentsCommitment, the “Incremental Commitments”) by an amount not in excess of the aggregate sum of (A) $75,000,000 and (B) up to an additional $75,000,000, and not less than $25,000,000 individually, so long as, in the case of clause (B), after giving pro forma effect to the borrowings (assuming, in the case of Incremental Revolving 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments are fully drawn) to be made on the Increase Effective Date and Incremental Term Loans to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the use assumption of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 Indebtedness in connection with a Significant Acquisition)the consummation of any Permitted Acquisition concurrently with such borrowings, the Total Net Debt to Adjusted Total Assets Borrower’s Consolidated Secured Leverage 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 such Incremental Revolving Commitments and Incremental Term Loans prior Reference Period shall not be taken into account for any cash netting) and (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000greater than 2.5:1.0. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a Business Day not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee (and any existing Lenderassignee permitted by Section 10.07(b) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, 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 1.08Commitment.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under the then existing revolving credit commitments (a facility, each, an “New Incremental Revolving Loan Commitment” and, and together with any Increase Revolving CommitmentsIncremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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 (such Incremental Facility, an “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 CommitmentsEffective Date”); provided, that (x) immediately after giving effect to any such the maximum amount of all Incremental Revolving Commitments and Incremental Term Loans and Loan Commitments, in the use of proceeds thereof (including any related acquisition or Investment permitted hereunder)aggregate, 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 $5,000,000. The opportunity to 1.00) (provided thatcommit to provide all or a portion of the Incremental Facilities shall be offered by the Borrower first to the existing Lenders on a pro rata basis and, for to the purposes of extent that such calculation, (A) any existing Lenders have not agreed to provide such Incremental Revolving Commitments shall be treated as fully drawn and Facilities within five (B5) Business Days after receiving such offer from the cash proceeds Borrower, on the terms specified by the Borrower, the Administrative Agent or any arranger of 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 shall be in Facilities, after being provided a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) bona fide opportunity to whom do so, the Borrower proposes may then offer such opportunity to any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that other Eligible Assignees (A) any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to 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 commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent and the Issuing Bank shall have consented to any such Eligible Assignee providing all or any a portion of such Incremental Term Loan 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 Loan Commitment, as applicable, if and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable andsuch consent would be required under Section 10.04 for an assignment of such type 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 the proceeds of the relevant such Incremental Commitments will be applied Facilities were being assigned to finance a Limited Condition Transaction, compliance with the Senior Secured Net any such Sponsor Investor or Affiliated Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08Fund.

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Closing Date by written notice to the Administrative AgentAgent 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, request: 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 one or more additional revolving credit commitments with terms and conditions identical to any Incremental Revolving Commitment, the terms and conditions aggregate principal amount of any existing Class of the Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; does not exceed $100,000,000 plus (ii) the establishment aggregate amount of one or more new tranches all voluntary prepayments of revolving credit commitments Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (a “New Revolving Commitment” and, together to the extent not financed with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the establishment of one or more additional Term Loans with terms and conditions identical 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 terms and conditions incurrence 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans additional amount and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder)thereof, 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) excluding the cash proceeds of such 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 be taken into account for utilize any cash netting) portion of the Available Incremental Amount and (y) any such request for shall not reduce the Available Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000Amount. 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 Eligible Assignee (and any existing Lender) Person to whom the Borrower proposes any portion of such Incremental Commitments Term Loan Commitment or Incremental Revolving Commitment, as applicable, 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, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under the then existing revolving credit commitments (a facility, each, an “New Incremental Revolving Loan Commitment” and, and together with any Increase Revolving CommitmentsIncremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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 (such Incremental Facility, an “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 CommitmentsEffective Date”); provided, that (x) immediately after giving effect to any such the maximum amount of all Incremental Revolving Commitments and Incremental Term Loans and Loan Commitments, in the use of proceeds thereof (including any related acquisition or Investment permitted hereunder)aggregate, 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 $5,000,0007,250,000. The opportunity to 1.00) (provided thatcommit to provide all or a portion of the Incremental Facilities shall be offered by the Borrower first to the existing Lenders on a pro rata basis and, for to the purposes of extent that such calculation, (A) any existing Lenders have not agreed to provide such Incremental Revolving Commitments shall be treated as fully drawn and Facilities within five (B5) Business Days after receiving such offer from the cash proceeds Borrower, on the terms specified by the Borrower, the Administrative Agent or any arranger of 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 shall be in Facilities, after being provided a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) bona fide opportunity to whom do so, the Borrower proposes may then offer such opportunity to any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that other Eligible Assignees (A) any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to 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 commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent and the Issuing Bank shall have consented to any such Eligible Assignee providing all or any a portion of such Incremental Term Loan 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 Loan Commitment, as applicable, if and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable andsuch consent would be required under Section 10.04 for an assignment of such type 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 the proceeds of the relevant such Incremental Commitments will be applied Facilities were being assigned to finance a Limited Condition Transaction, compliance with the Senior Secured Net any such Sponsor Investor or Affiliated Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08Fund.

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Closing Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (a each, an “New Incremental Revolving Loan Commitment” and, and together with any Increase Revolving CommitmentsIncremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); (iii) the establishment of one ), in each case, either pari passu with, 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 commitmentsjunior to, the “Increase existing Term Loan Commitments”); providedFacility, that, upfront fees or original issue discount may be paid in an aggregate amount not 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”)exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (xassuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) immediately and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Revolving Commitments and Incremental Term Loans and Facility, the use First Lien Secured Leverage Ratio (as of proceeds thereof the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (including any related acquisition or Investment permitted hereunderb)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, 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, Basis for the purposes Transactions, as of such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds date of 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 shall be in a minimum amount the then most recent financial statements of $50,000,000the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities 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 (ii) the identity of each Eligible Assignee Person (and any existing 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 Commitments Facility be allocated and the amounts of such allocations; providedallocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, that (A) any but no existing Lender approached will have an obligation to provide all or make a portion of the any 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”Facility). 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, may at any time, or time and from time to time on one or more occasions, after the Closing Date by written notice to the Administrative AgentAgent 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, request: 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 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 establishment greater of one (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 more additional revolving credit commitments with terms and conditions identical to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; b) plus (ii) the establishment aggregate amount of one or more new tranches all voluntary prepayments of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “A) Term Loans and (B) Incremental Revolving Commitments”); 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 establishment Borrower at such time without causing (A) in the case of one or more additional 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 terms and conditions identical the Initial Term Loans, the Consolidated Senior Secured Net Leverage Ratio to be greater than (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 to the terms and conditions incurrence 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans additional amount and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder)thereof, 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) excluding the cash proceeds of such 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 Debt incurred pursuant to Section 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 $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 be taken into account for utilize any cash netting) portion of the Available Incremental Amount and (y) any such request for shall not reduce the Available Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000Amount. 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 Eligible Assignee (and any existing Lender) Person to whom the Borrower proposes any portion of such Incremental Commitments Term Loan Commitment or Incremental Revolving Commitment, as applicable, 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, may at any time, or time and from time to time on one or more occasions, after the Closing Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches term loan facilities or an increase in any existing tranche of revolving credit Term Loans (each, an “Incremental Term Facility”) with term loan commitments (a “New Revolving Commitment” andeach, together with any Increase Revolving Commitments, the an “Incremental Term Loan Commitment”) in an aggregate principal amount, when combined with the aggregate amount of Incremental Revolving Commitments”); Commitments under Section 3.16) and all Incremental Equivalent Debt under Section 2.5, not in excess of: (i) $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 plus (iii) the establishment maximum amount of one or more additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional amount, excluding the cash proceeds of any Incremental Term Loans with terms or Incremental Revolving Commitments and conditions identical assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) (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 terms utilization of amounts under clauses (i) or (ii) above and conditions (II) Loans may be incurred in respect of any existing Class or all of Term Loans hereunder clauses (“Increase Term Loans” i), (ii) and (iii) above, and the related commitmentsproceeds from any such incurrence in respect of clauses (i), the “Increase Term Loan Commitments”); provided(ii) and (iii) above, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or utilized in a single transaction by, first, calculating the incurrence in respect of clause (iviii) the establishment of one or more new tranches of term loans above (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after without giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use incurrence in respect of proceeds thereof clause (including any related acquisition i) or Investment permitted hereunder(ii)), on a Pro Forma Basissecond, calculating the incurrence in respect of clause (1ii) above and, third, calculating the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 to 1.00 incurrence in respect of clause (i) above) 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 in minimum increments of $10,000,000 (or if such Incremental Commitments are being incurred lesser minimum increments as the Administrative Agent shall agree in connection with a Significant Acquisition)its sole discretion) (the foregoing amount, 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 “Available Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of 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 shall be in a minimum amount of $50,000,000Amount”). Each such notice shall specify (i) the date (each, a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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, may at any time, or from time to time on one or more occasions, after the Closing Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving 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”); providedCommitments (each, 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 (an “New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be Commitment”) in a minimum amount of at least $50,000,00010,000,000 and in integral multiples of $5,000,000 in excess thereof, and up to a maximum aggregate principal amount of $25,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that such Incremental 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 and (ii) the identity of each Eligible Assignee (and any existing Lender) person to whom the Borrower proposes any portion of such Incremental Commitments Term Loans be allocated and the amounts of such allocations; providedprovided 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), (A2) any if such existing Lender approached 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 may elect or decline, in its sole discretion, and such existing Fortress Lenders will have ten (10) Business Days following such notice to decide whether to provide all or any portion of such Incremental Commitment offered to it and (B) any Eligible Assignee Term Loan Commitments; provided further that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent shall have consented (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned) (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 such Additional ▇▇▇▇▇▇’s making such Incremental Term Loans permitted hereunder shall if such consent would be calculated subject required under Section 10.6 for an assignment of Loans, as applicable, 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 1.08such Additional Lender.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative AgentAgent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, request: an increase to the existing Revolving Credit Commitments (ieach, an “Incremental Revolving Commitment”) and/or (y) an increase to the existing Term Facility or the establishment of one or more additional revolving credit commitments with terms and conditions identical to the terms and conditions onecommitments in respect of any existing Class a new tranche of Revolving Commitments hereunder term loan commitmentloans (each, an “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 tranches of revolving credit commitments (a “New Revolving Incremental Term Commitment” and, together with any Increase Incremental Revolving CommitmentsCommitment, “Incremental Facilities”), in an aggregate amount not to exceed $100,000,000, the “Incremental Revolving Commitments”); sum of (iiiA) the establishment greater of one (1) $350,000,000 and (2) 100% of Consolidated EBITDA for the Measurement Period most recently ended on or more additional Term Loans with terms and conditions identical prior to the terms and conditions applicable Increase Effective Date plus (B) an unlimited amount so long as, in the case of any existing Class of Term Loans hereunder this clause (“Increase Term Loans” and the related commitmentsB), 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”); provided, that (x) immediately after giving effect to the relevant Incremental Facility, the Consolidated Leverage Ratio does not exceed 1.50:1.00 calculated on a pro forma basis (but without giving effect to any such Incremental amount incurred substantially simultaneously or contemporaneously therewith under clause (A) above or under any revolving facility, including the Revolving Commitments and Incremental Term Loans and Credit Facility), including the use application of the proceeds thereof (including any related acquisition or Investment permitted hereunder)in each case, 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) 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 Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for Commitments, in each case from any cash netting) and existing Lender (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments each of which shall be entitled to agree or decline to participate in a minimum amount of $50,000,000its sole discretion) and/or any Additional Lender. Each such notice pursuant to this Section 2.14(a) shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be the date on which the Incremental Term Commitment is drawn in full, (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that allocations and (Aiii) any existing Lender approached to provide all or a portion of the whether such Incremental Commitments may elect are Incremental Revolving Commitments 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 Term Commitments. Each 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 in 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 aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall $10,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be calculated subject to Section 1.07 to less than $10,000,000 if such amount represents all remaining availability under the extent applicable and, if the proceeds aggregate limit in respect 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 set forth in accordance with Section 1.08above).

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Subsequent Fifth Amendment Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one term loan facilities or more additional Term Loans with terms and conditions identical to the terms and conditions of an increase in any existing Class tranche of Term Loans hereunder (each, an “Increase Incremental Term Loans” and Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount, when combined with the related commitments, the “Increase aggregate amount of all Incremental Term Loan Commitments”); provided, thatIncremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, upfront fees or original issue discount may not in excess of (i) an amount equal to the maximum amount of additional Loans that could be paid incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to Lenders providing be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such Increase Term Loans; and/or additional amount (iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after but without giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and amounts incurred under the use of proceeds thereof immediately following clause (including any related acquisition or Investment permitted hereunderii)), 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, provided 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 such Incremental Revolving Commitments and any 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 shall be excluded for the purposes of cash netting from Indebtedness in a minimum such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $50,000,000500,000,000, 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”). Each such notice shall specify (i) the identity of each Eligible Assignee date (and any existing Lendereach, a “Term Loan Increase Effective Date”) to whom on which the Borrower proposes any portion of such Incremental 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 Term Loan Commitment shall be approved by 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 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 earlier date 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.the

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under a new revolving credit commitments facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “New Revolving CommitmentCommitment Increase” and, and together with any Increase Additional Revolving CommitmentsCommitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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 (such Incremental Facility, an “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 CommitmentsEffective Date”); provided, that (x) immediately after giving effect to any such Incremental the aggregate principal amount of all Additional Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 Loan Commitments shall not exceed $9,000,000 in the aggregate. The opportunity to commit to provide all or a portion of the Incremental Facilities shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom offered by the Borrower proposes first to the existing Lenders on a pro rata basis and, to the extent that such existing Lenders have not agreed to provide such Incremental Facilities within five (5) Business Days after receiving such offer from the Borrower, on the terms specified by the Borrower, the Administrative Agent or any portion arranger of such Incremental Commitments be allocated and Facilities, after being provided a bona fide opportunity to do so, the amounts of Borrower may then offer such allocations; provided, that opportunity to any other Eligible Assignees (A) any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to 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 commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) 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 any a portion of such Incremental Term Loan 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 Loan Commitment, as applicable, if and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable andsuch consent would be required under Section 10.04 for an assignment of such type 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 the proceeds of the relevant such Incremental Commitments will be applied Facilities were being assigned to finance a Limited Condition Transaction, compliance with the Senior Secured Net any such Sponsor Investor or Affiliated Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08Fund.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under the then existing revolving credit commitments facility (a each, an “New Incremental Revolving Loan Commitment” and, and together with any Increase Revolving CommitmentsIncremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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 (such Incremental Facility, an “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 CommitmentsEffective Date”); provided, that (x) immediately after giving effect to any such the aggregate principal amount of all Incremental Revolving Loan Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 $10,000,000 in the aggregate. The opportunity to 1.00commit to provide all or a portion of the 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) (provided thaton the terms offered by the Borrower and such other Lenders and, for to the purposes of extent that such calculation, (A) any existing Lenders have not agreed to provide such Incremental Revolving Commitments shall be treated as fully drawn and Facilities within ten (B10) Business Days after receiving such offer from the cash proceeds of Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and opportunity (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000. Each such notice shall specify on terms no less favorable to the identity of each Eligible Assignee (and any existing LenderBorrower) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that other Eligible Assignees (A) any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to 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 commitment shall otherwise constitute an Eligible Assignee hereunder; provided that 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 any a portion of such Incremental Term Loan 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 Loan Commitment, as applicable, if and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable andsuch consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, if the proceeds of the relevant Incremental Commitments will be applied as applicable, 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 1.08such Eligible Assignee.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to request prior to the terms and conditions of any Maturity Date for the Revolving Credit Facility, an increase to the existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); providedeach, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the an “Incremental Revolving CommitmentsCommitment”); (iii) , by an aggregate amount not in excess of the establishment lesser 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”); provided, that (x) immediately $250,000,000 and (y) an amount that, after giving pro forma effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 incurrence of such Incremental Revolving Commitments and Commitment (assuming that such Incremental Term Loans shall not be taken into account for any cash nettingRevolving Commitment is fully drawn) and the application of the proceeds therefrom, would not result in a Consolidated Net Leverage Ratio greater than the then applicable ratio specified in Section 7.11(b) less 0.50 to 1.00 (ydetermined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) any or (b) as though such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount Commitment had been consummated as of $50,000,000the first day of the fiscal period covered thereby). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, 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 Commitment. Each 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 in 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 aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be calculated subject to Section 1.07 to less than $10,000,000 if such amount represents all remaining availability under the extent applicable and, if the proceeds aggregate limit in respect 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 set forth in accordance with Section 1.08above).

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Subsequent First Amendment Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one term loan facilities or more additional Term Loans with terms and conditions identical to the terms and conditions of an increase in any existing Class tranche of Term Loans hereunder (each, an “Increase Incremental Term Loans” and Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount, when combined with the related commitments, the “Increase aggregate amount of all Incremental Term Loan Commitments”); provided, thatIncremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, upfront fees or original issue discount may not in excess of (i) an amount equal to the maximum amount of additional Loans that could be paid incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to Lenders providing be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such Increase Term Loans; and/or additional amount (iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after but without giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and amounts incurred under the use of proceeds thereof immediately following clause (including any related acquisition or Investment permitted hereunderii)), 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, provided 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 such Incremental Revolving Commitments and any 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 shall be excluded for the purposes of cash netting from Indebtedness in a minimum such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $50,000,000500,000,000, 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”). Each such notice shall specify (i) the date (each, a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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, may at any time, or time and from time to time on one or more occasions, after the Ninth Amendment Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one term loan facilities or more additional Term Loans with terms and conditions identical to the terms and conditions of an increase in any existing Class tranche of Term Loans hereunder (each, an “Increase Incremental Term Loans” and Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount, when combined with the related commitments, the “Increase aggregate amount of all Incremental Term Loan Commitments”); provided, thatIncremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, upfront fees or original issue discount may not in excess of (i) an amount equal to the maximum amount of additional Loans that could be paid incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to Lenders providing be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such Increase Term Loans; and/or additional amount (iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after but without giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and amounts incurred under the use of proceeds thereof immediately following clause (including any related acquisition or Investment permitted hereunderii)), 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, provided 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 such Incremental Revolving Commitments and any 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 shall be excluded for the purposes of cash netting from Indebtedness in a minimum such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) greater of (A) $50,000,0001,150,000,000 and (B) 100% of 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”). Each such notice shall specify (i) the identity of each Eligible Assignee date (and any existing Lendereach, a “Term Loan Increase Effective Date”) to whom on which the Borrower proposes any portion of such Incremental 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 Term Loan Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender effective, 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.date not less than ten

Borrower Request. The At any 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, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: Agent elect to request the establishment of (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 (“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 tranches Term Commitments or increases in the amount of the Term Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or (ii) revolving commitments under a revolving credit commitments 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 “New Revolving Credit Facility”) or increases in the amount of the revolving commitments in respect of a Revolving Credit Facility (each, an “Incremental Revolving Commitment” and, together with any Increase Revolving Commitments, the and loans pursuant thereto “Incremental Revolving CommitmentsLoans” and, collectively with the Incremental Term Loans, “Incremental Loans”); (iii) , by an amount not in excess of the establishment Incremental Total Cap in the aggregate and not less than […***…] individually or any larger multiple 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000[…***…]. Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than five (5) 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 and (y) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide all such increased or any portion of such Incremental Commitment offered to it and new Commitment; provided, further, that the consent (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 withheld, conditioned or delayed) (each of the Administrative Agent with respect to the Persons providing such Incremental Lender Loans, Incremental Term Loan Commitments 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 required to the extent applicable and, if the proceeds of the relevant Incremental Commitments will such consent otherwise would 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 required under Section 1.0810.01.

Borrower Request. The At any 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, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: Agent elect to request the establishment of (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 (“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 tranches Term Commitments or increases in the amount of the Term Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or (ii) revolving credit commitments under a Revolving Credit Facility or increases in the amount of the Revolving Commitments in respect of a Revolving Credit Facility (a each, an “New Incremental Revolving Commitment” and, together with any Increase Revolving Commitments, the and loans pursuant thereto “Incremental Revolving Commitments”); (iii) Loans” and, collectively with 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 Incremental 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 CommitmentsIncremental Loans”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 and Incremental Revolving Commitments shall be in a minimum amount of $50,000,000are referred to herein as “Incremental Commitments”). Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than 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 and (y) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide all such increased or any portion of such Incremental Commitment offered to it and new Commitment; provided further that the consent (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 withheld, conditioned or delayed) (each of the Administrative Agent with respect to the Persons providing such Incremental Lender Loans, Incremental Term Loan Commitments 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 1.08required.

Borrower Request. The After the Opening Date, the Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative AgentAgent elect to request (x) prior to the Maturity Date for the Revolving Facility, request: an increase to the existing Revolving Commitments (ieach, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more additional revolving credit commitments with terms and conditions identical to the terms and conditions Classes of any existing Class of Revolving Commitments hereunder (“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 tranches of revolving credit term loan commitments (a each, an “New Revolving Incremental Term Commitment” and, together with any Increase the Incremental Revolving Commitments, the “Incremental Revolving Commitments”); , by an aggregate amount not in excess of (iiii)(x) $100,000,000 minus (y) the establishment aggregate principal amount of one or more additional Term Loans with terms and conditions identical Incremental Commitments incurred pursuant to the terms and conditions of any existing Class of Term Loans hereunder this Section 2.13(a)(i) prior to such date plus (“Increase Term Loans” and the related commitments, the “Increase Term Loan Commitments”); provided, ii) an amount such 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”); provided, that (x) immediately after giving effect to any the incurrence of such Incremental Revolving Commitments and Incremental Term Loans and amount the use of proceeds thereof Borrower would be in compliance on a pro forma basis (including any related acquisition or Investment permitted hereunder)adjustments required by such definition as a result of a contemplated Permitted Acquisition, on a Pro Forma Basis, but excluding any concurrent incurrence of Indebtedness pursuant to clause (1i) above (it being understood that 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 Borrower shall be treated as fully drawn deemed to have utilized this clause (ii) prior to utilization of amounts under clause (i) above) and (B) without netting the cash proceeds of such any Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash nettingCommitment) and the Consolidated Total Leverage Ratio (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such assuming that all Incremental 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 incurred pursuant to this clause (aSection 2.13(a) for purposes on or prior to such date of determining determination are funded Indebtedness and would be included in the amount definition of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall Total Funded Indebtedness, whether or not such Indebtedness would otherwise 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.so included) does not exceed 3.00:

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Ninth Amendment Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one term loan facilities or more additional Term Loans with terms and conditions identical to the terms and conditions of an increase in any existing Class tranche of Term Loans hereunder (each, an “Increase Incremental Term Loans” and Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount, when combined with the related commitments, the “Increase aggregate amount of all Incremental Term Loan Commitments”); provided, thatIncremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, upfront fees or original issue discount may not in excess of (i) an amount equal to the maximum amount of additional Loans that could be paid incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to Lenders providing be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such Increase Term Loans; and/or additional amount (iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after but without giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and amounts incurred under the use of proceeds thereof immediately following clause (including any related acquisition or Investment permitted hereunderii)), 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, provided 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 such Incremental Revolving Commitments and any 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 shall be excluded for the purposes of cash netting from Indebtedness in a minimum such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) greater of (A) $50,000,0001,150,000,000 and (B) 100% of 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”). Each such notice shall specify (i) the date (each, a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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 Provided there exists no Default, upon notice to Administrative Agent (which shall promptly notify the Lenders), Borrower may, at any time, or may from time to time on one or time, request an increase in the Revolving Credit Facility (which may consist of no more occasionsthan three (3) tranches of additional revolving loan commitments (each an “Incremental Revolving Loan Commitment”) to make additional revolving loans (each an “Incremental Revolving Loan”)), by written notice an amount not to exceed $50,000,000.00 in the Administrative Agentaggregate (for all such requests, request: (i) the establishment of one each such increase or more additional revolving credit commitments with terms and conditions identical to the terms and conditions of any existing Class of Revolving Commitments hereunder (tranche, a “Increase Revolving CommitmentsCommitment Increase”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving 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”); provided, provided that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and (yi) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments a Commitment Increase shall be in a minimum amount of the lesser of (a) $50,000,000. Each 10,000,000 (or such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental 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 lesser amount as 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 Agent) and (b) the entire remaining amount of Commitment Increases available under the accordion, (ii) Borrower may make a maximum of three (3) such approval not to be unreasonably withheld or delayedrequests, (iii) (each Incremental no Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred required to as increase its commitment to facilitate such increase (and no then-Defaulting Lender may elect to participate in any such increase unless approved by Borrower); provided, however, that any Lender shall have the right, in its option, to increase its commitment to facilitate Borrower’s exercise of its Commitment Increase option(s), (iv) no Default or Event of Default shall have occurred and be continuing on the date of such increase and after giving effect to such increase, (v) the representations and warranties made by Borrower in this Agreement and made by each Subsidiary Guarantor in the Guaranty shall be true and correct on the date of such increase and after giving effect to such increase (except for such representations and warranties that by their terms only related only to an “Incremental Lender”earlier date in which case such representations and warranties shall have been true and correct on such earlier date). Any ratio calculated under this proviso , and (vi) after giving effect to this clause (a) for purposes of determining each such Commitment Increase, the aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder all Commitment Increases shall not exceed $50,000,000.00. At the time of sending such notice, Borrower (in consultation with Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be calculated subject less than ten (10) Business Days from the date of delivery of such notice from Borrower 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 1.08Administrative Agent).

Borrower Request. The Borrower maymay by written notice (each, at any timean “Incremental Facility Request”) to Agent elect to request no more than four times during the term of this Agreement, or from time to time on commitments for one or more occasions, by written notice additional tranches of term loans or an increase to the Administrative Agentexisting Tranche B Term Loan Commitments (each such commitment, request: an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) and/or increases in the Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment” and the 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 Facility” and collectively as the “Incremental Facilities”) by an amount not in excess of $100,000,000 in the 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 establishment amount of one the Incremental Term Loan Commitment or more additional revolving credit commitments with terms Incremental Revolving Loan Commitment being requested and conditions identical to the terms and conditions of any existing Class of Revolving Commitments hereunder (“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 tranches of revolving credit commitments date (a “New Revolving Commitment” andeach, together with any Increase Revolving Commitments, the an “Incremental Revolving CommitmentsEffective Date”); (iii) on which Borrower proposes that the establishment of one increased 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lenderincrease in the L/C Sublimit, if applicable) shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocationsAgent; provided, provided that (A) any existing Lender or L/C Issuer approached to provide all or a portion of the Incremental increased or new Commitments (and increase in the L/C Sublimit, if applicable) may elect or decline, in its sole discretion, to provide all such increased or any portion of such Incremental new 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 increase in 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 andL/C Sublimit, 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 1.08applicable).

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, Parent may by written notice to the Administrative 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 (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) Agent request the establishment of one or more new tranches of revolving credit commitments Term Loan Commitments (a each, an “New Revolving Incremental Term Loan 83 Commitment” ”) by an amount not less than [*] individually and, together with in the aggregate for all such requests, not to exceed [*] (it being understood and agreed, for the avoidance of doubt, that such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans); provided that no such Incremental Term Loan Commitments (other than in respect of Conversion Date Indebtedness) may be incurred prior to the Conversion Anniversary Date. Any such notice shall specify (i) the date (each, an “Increase Revolving CommitmentsEffective Date”) on which Parent proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the “date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Required Lenders), (ii) the proposed size and terms of such Incremental Revolving Commitments”); Term Loan Commitments and (iii) offer each Lender the establishment 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 such shorter time as agreed by the Borrower and the 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 Term Loans with terms and conditions identical banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Incremental 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that (A) any 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 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 1.08Loan Commitment.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments Term Commitments (a each, an “New Incremental Term Loan Commitment”) or, prior to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving Commitment” and, together with any Increase Revolving the Incremental Term Loan Commitments, the “Incremental Revolving 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” so long as before and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Incremental Revolving Loan Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Leverage Ratio would does not exceed 0.40 1.25 to 1.00 and (2calculated (x) 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 as 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 were fully drawn and (B) on the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) effective date thereof and (y) excluding (for purposes of cash netting) any such request for cash constituting proceeds of any Incremental Term Loan Commitments or concurrent Incremental Revolving Commitments shall be in a minimum Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $50,000,00025,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee person (and any existing Lenderwhich 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 increased or new Commitments be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide all such increased 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 1.08new Commitment.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the the(a) Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under the then existing revolving credit commitments facility (a each, an “New Incremental Revolving Loan Commitment” and, and together with any Increase Revolving CommitmentsIncremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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 (such Incremental Facility, an “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 CommitmentsEffective Date”); provided, that (x) immediately after giving effect to any such the aggregate principal amount of all Incremental Revolving Loan Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 $10,000,000 in the aggregate. The opportunity to 1.00commit to provide all or a portion of the 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) (provided thaton the terms offered by the Borrower and such other Lenders and, for to the purposes of extent that such calculation, (A) any existing Lenders have not agreed to provide such Incremental Revolving Commitments shall be treated as fully drawn and Facilities within ten (B10) Business Days after receiving such offer from the cash proceeds of Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and opportunity (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000. Each such notice shall specify on terms no less favorable to the identity of each Eligible Assignee (and any existing LenderBorrower) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that other Eligible Assignees (A) any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to 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 commitment shall otherwise constitute an Eligible Assignee hereunder; provided that 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 any a portion of such Incremental Term Loan Commitment offered or Incremental Revolving Loan Commitment, as applicable, if and to it the extent such consent would 110 US-DOCS\121951479.16133960081.2 be 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 (By) 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 Eligible Assignee that is not an existing Lender which agrees Limited Condition Acquisition remains subject to make available an the terms of Section 1.06 hereof; the proceeds of the Incremental Commitment Term Loans and/or Incremental(ii) Revolving Loans shall be approved 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 (such approval not to be unreasonably withheld or delayed) (each any Incremental Term Loan 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 Loan Lender in connection with any such transaction; any such Incremental Term Loans permitted hereunder or Incremental Revolving Loans(iv) shall be calculated 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 Section 1.07 customary “SunGard” limitations consistent with those(vi) applicable to the Closing Date Acquisition (to the extent agreed to by the Lenders providing the applicable and, if Incremental Facility and the extent the proceeds of the relevant applicable Incremental Commitments will be applied Facility are being used to finance a Limited Condition TransactionAcquisition), compliance 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 Senior Secured Net Debt same effect as though made on and as of such date, except to Adjusted Total Assets Ratio the extent such representations and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.warranties 111 US-DOCS\121951479.16133960081.2

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, EnergySolutions may by written notice to the Administrative Agent, Agent elect to request: : (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical prior to the terms and conditions of any Revolving Maturity Date, an increase to the existing Class of Revolving Commitments hereunder (the “Increase Revolving Incremental Commitments”) 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 amount of the Incremental Commitment Cap); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) prior to the Term Loan Maturity Date, the establishment of one or more new tranches Term Commitments (each, an “Incremental Term Commitment”) by an amount not in excess of revolving credit commitments the Incremental Commitment Cap in the aggregate and not less than $5,000,000 individually (a “New Revolving Commitment” andor, together with any Increase Revolving Commitmentsif less, the “amount of the Incremental Revolving Commitments”Commitment Cap); ; (iii) after the Third Amended and Restated Credit Agreement Effective Date, 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 Reclamation L/C Facility Commitments (“Increase Term Loans” and the related commitments, the “Increase Term Loan Reclamation L/C Facility Commitments”)) by an amount not in excess of the Reclamation L/C Facility Commitment Cap; provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or and (iv) after the Third Amended and Restated Credit Agreement Effective Date, the establishment of one or more new tranches of term loans Zion Incremental Facility Commitment (“New Term Loans” and Zion Incremental Facility Commitment”) by an amount not in excess of the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Zion Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000Facility Commitment Cap. Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which EnergySolutions proposes that the increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (y) the identity of each Eligible Assignee (and any existing Lender) the financial institution to whom the Borrower EnergySolutions proposes any portion of such Incremental increased or new Commitments be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide all such increased 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 1.08new Commitment.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing Tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under a new revolving credit commitments facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “New Revolving CommitmentCommitment Increase” and, and together with any Increase Additional Revolving CommitmentsCommitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunderFacility, an “Increase Effective Date”), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that (A) any Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Term Loan Commitment offered or Incremental Revolving Loan Commitment, and, to it and (B) 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 is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by (i) the Administrative Agent (shall have consented to such approval not to be unreasonably withheld Eligible Assignee providing such Incremental Term Loan Commitment 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 Loan Commitment, as applicable, solely if and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable andsuch consent would be required under Section 10.04 for an assignment of such Type 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 proceeds avoidance of doubt, the relevant Borrower shall not be required to offer the opportunity to participate in any Incremental Commitments will be applied Facility 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 1.08any existing Lenders.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under the then existing revolving credit commitments facility (a each, an “New Incremental Revolving Loan Commitment” and, and together with any Increase Revolving CommitmentsIncremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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 (such Incremental Facility, an “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 CommitmentsEffective Date”); provided, that (x) immediately after giving effect to any such the aggregate principal amount of all Incremental Revolving Loan Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 $10,000,000 in the aggregate. The opportunity to 1.00commit to provide all or a portion of the 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) (provided thaton the terms offered by the Borrower and such other Lenders and, for to the purposes of extent that such calculation, (A) any existing Lenders have not agreed to provide such Incremental Revolving Commitments shall be treated as fully drawn and Facilities within ten (B10) Business Days after receiving such offer from the cash proceeds of Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and opportunity (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000. Each such notice shall specify on terms no less favorable to the identity of each Eligible Assignee (and any existing LenderBorrower) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that other Eligible Assignees (A) any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to 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 commitment shall otherwise constitute an Eligible Assignee hereunder; provided that 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 any a portion of such Incremental Term Loan 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 andLoan Commitment, as applicable, if the proceeds of the relevant Incremental Commitments will be applied and 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 1.08.109 US-DOCS\133960081.2

Borrower Request. The Borrower may, at or any time, or from time to time on one or more occasions, Guarantor may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under a new revolving credit commitments facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “New Revolving CommitmentCommitment Increase” and, and together with any Increase Additional Revolving CommitmentsCommitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunderFacility, an “Increase Effective Date”), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that (A) any Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Term Loan Commitment offered or Incremental Revolving Loan Commitment, and, to it and (B) 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 is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by (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 required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (such approval not ii) any Incremental Facilities to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment provided by Sponsor Investors 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 the terms of Section 1.07 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the extent applicable andavoidance of doubt, if the proceeds of Borrower shall not be required to offer the relevant opportunity to participate in any Incremental Commitments will be applied Facility 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 1.08any existing Lenders.

Borrower Request. The Borrower may, at any time, or may from time to time on one or more occasions, by written notice to the Administrative AgentAgent elect to request (1) prior to the Maturity Date for the Revolving Credit Facility, request: an increase to the existing Revolving Credit Commitments (ieach, an “Incremental Revolving Commitment”), (2) an increase in the establishment of 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 additional revolving credit commitments term A loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity and applicable rates with terms and conditions identical respect thereto) to be made available to the terms and conditions of any existing Class of Revolving Commitments hereunder Borrower (each, an “Increase Revolving CommitmentsIncremental Term A Loan”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; ) and/or (ii5) the establishment of one or more new term B loan tranches of revolving credit commitments to be made available to the Borrower (a each, an “New Revolving Commitment” andIncremental Term B Loan”; each Incremental Term A Loan and Incremental Term B Loan, together with any Increase Revolving Commitments, collectively referred to as the “Incremental Revolving 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”; each Incremental Term Loan, 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”); provided, that (x) immediately after giving effect to any such each Incremental Revolving Commitments Commitment and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and (y) any such request for each Incremental Term Loan Increase, collectively, referred to as the “Incremental Increases”). The aggregate principal amount of such increased Commitments or Incremental Revolving Commitments shall may not be in a minimum amount excess of $50,000,000the Incremental Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Increases shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments Increases be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the Incremental Commitments 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 any a portion of an Incremental Increase shall not obligate any other Lender to provide such Incremental Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Increase. Notwithstanding the above, each Incremental Commitment Increase 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 in 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 aggregate 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 1.08at least $10,000,000.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, by written notice to the Administrative 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 (“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 tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”);; and/or (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 and/or (iii) (iv) the establishment of one or more new tranches of term loans (an “New NewIncremental Term Loan Commitment” and, the loans thereunder, the “Incremental Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental 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, or from time to time on one or more occasionsafter the Restatement Effective Date, by written notice (each, an “Incremental Notice”) to the Administrative Agent, request: Agent elect to request (ix) the establishment of one or more additional revolving credit commitments with terms and conditions identical prior to the terms and conditions of any Revolving Maturity Date, an increase to the existing Class of Revolving Commitments hereunder and/or (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (iiy) the establishment of one or more new tranches of revolving credit term loan commitments (a “New Revolving Commitment” andeach, together with any Increase Revolving Commitments, the an “Incremental Revolving 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 CommitmentsCommitment”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iv) by an amount not in excess of $50.0200.0 million in the establishment of one or more new tranches of term loans (“New Term Loans” aggregate for all increases and commitments contemplated by the related commitments, “New Term Loan Commitments”); provided, that foregoing clauses (x) immediately and (y) and not less than $5.0 million individually. Each such noticeIncremental Notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments referred to in such Incremental Notice shall be effective, (each, an “Increase Effective Date”) which shall be a date not less than 105 Business Days (or such lesser number of Business Days that the Administrative Agent shall agree to in its sole discretion) after giving effect the date on which such 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 new Commitments; provided that one Increase Joinder and one Incremental Notice may only relate to either increases in the Revolving Commitments or Incremental Term Loan Commitments but not both increases to Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 1.00Loan Commitments; (provided, however, provided further 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 avoidance of such calculationdoubt, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of such Incremental Revolving Commitments and once repaid, no Incremental Term Loans shall not may be taken into account for any cash netting) reborrowed and (yii) with respect to any such request for Incremental Term Loan Commitments or Incremental increases in the Revolving Commitments shall be in a minimum amount of $50,000,000. Each such notice shall specify Commitments, the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated and the amounts of such allocations; provided, provided further that (A) any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide all such increased or any portion of such Incremental Commitment offered new Commitment. All persons providing increases to it and (B) any Eligible Assignee that is not an the existing Lender which agrees Revolving Commitments pursuant to make available an Incremental Commitment this Section 2.19 shall be reasonably approved by the Administrative Agent (such approval not to be unreasonably withheld withheld) by the Administrative Agent, the Issuing Bank and the Swingline Lender. The increased or delayed) (new Commitments contemplated by each separate Incremental Lender or existing Lender which agrees to make available an Notice shall each be represented by a separate Increase Joinder. The number of separate borrowing dates for Incremental Commitment Term Loan Commitments represented by each Increase Joinder shall be referred 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 “Incremental LenderPost-Increase Effective Date Conditions”). Any ratio calculated under this proviso For the avoidance of doubt, all Loans made pursuant to this clause (a) for purposes of determining an Increase Joinder shall have 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 1.08same terms.

Borrower Request. The After the Restatement Effective Date, any Borrower may, at (including any time, or from time to time on one or more occasions, Designated Subsidiary) may by written notice to the Administrative Agent, request: Agent elect to request (ix) the establishment of one or more additional revolving credit commitments with terms and conditions identical prior to the terms and conditions Maturity Date for the Revolving Loans, an increase to any of any the existing Class of Revolving Loan Commitments hereunder (each, an “Increase Incremental Revolving CommitmentsLoan Commitment”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; ) and/or (iiy) the establishment of one or more new tranches of revolving credit term loan commitments (a each, an “New Revolving Incremental Term Commitment” and”, together with any Increase Revolving Commitmentswhich, 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 Revolving CommitmentsFacilities Amount”); ) equal to the sum of (iiii) the establishment greater 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”); provided, that (x) immediately after giving effect an aggregate amount not to any such exceed $650,000,000 (of which, up to $300,000,000 can be incurred in the form of Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash nettingLoan 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 additional amount if, after giving effect to the incurrence of such additional 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 net cash proceeds of any borrowings pursuant to Incremental Commitments shall not be netted in calculating the Senior Secured Leverage Ratio) ; provided that if at the time of any such request for Incremental Term Loan Commitments incurrence or Incremental Revolving Commitments issuance, there is capacity under the foregoing clause (ii), then such capacity shall be in a minimum amount of $50,000,000deemed to be utilized pursuant to clause (ii) prior to utilizing any capacity available to the Borrowers under the foregoing clause (i). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than five Business 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 and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Applicable Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, 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 Commitment. Each 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 in 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 aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be calculated subject to Section 1.07 to less than $5,000,000 if such amount represents all remaining availability under the extent applicable and, if the proceeds aggregate limit in respect 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 1.08set forth above).

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative AgentAgent elect to request (x) prior to the Revolving Credit Commitment Termination Date, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical increases to the terms and conditions of any existing Class of Revolving Credit Commitments hereunder (each, an “Increase Incremental Revolving CommitmentsCommitment”); provided) and/or (y) prior to the Revolving Credit Commitment Termination Date, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new tranches of revolving credit term loan commitments (a each, an “New Revolving Incremental Term Loan Commitment” and, together with any Increase the Incremental Revolving CommitmentsCommitment, the “Incremental Commitments”) by an(together with respect to any amounts incurred with respect to Incremental Equivalent Debt) (A) an amount not in excess of the aggregate sum of (A) $75,000,000 plus (B) an additional amount, not less than $25,000,000 individually, so long as, in the case of clause (B), after giving pro forma effect to the borrowings (assuming that the Revolving Credit Commitments are fully drawn and, in the case of Incremental Revolving 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments are 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 Incremental Term Loans 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 the use 100% of proceeds thereof (including any related acquisition or Investment permitted hereunder), Consolidated EBITDA on a Pro Forma BasisBasis as of the most recently ended Reference Period (less, (1i) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 to 1.00 and solely for purposes of determining how much Indebtedness may be incurred under this clause (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 AcquisitionA), the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.65 to 1.00) (provided that, for the purposes aggregate principal amount of such calculation, all Incremental Commitments incurred or issued in reliance on clause (A), and (ii) any such the aggregate principal amount of all outstanding Incremental Revolving Commitments shall be treated as fully drawn and Equivalent Debt incurred by reference to this clause (A)) or (B) an unlimited amount so long as, the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans Borrower’s Consolidated Se-curedFirst Lien Leverage Ratio calculated on a Pro Forma Basis for the priormost recently ended Reference Period shall not be taken into account for any cash netting) and (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000greater than 2.5:1.03.00 to 1.00. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a Business Day not less than 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 and (ii) the identity of each Eligible Assignee (and any existing Lenderassignee permit-tedpermitted by Section 10.07(b) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, 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 1.08Commitment.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) Agent and consent of 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 (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Required Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments Term Loan Commitments (a each, an “New Revolving Incremental Term Loan Commitment” ”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Required Lenders) and, together with in the aggregate for all such requests, not to exceed $100.0 million (it being understood and agreed, for the avoidance of doubt, that such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans). Any such notice shall specify (i) the date (each, an “Increase Revolving CommitmentsEffective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the “date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Required Lenders), (ii) the proposed size and terms of such Incremental Revolving Commitments”); Term Loan Commitments and (iii) offer each Lender the establishment 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 such shorter time as agreed by the Borrower and the Required Lenders), the Borrower may, with the consent of the Required Lenders (which consent shall not be unreasonably withheld) 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 Term Loans with terms and conditions identical banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Incremental Term Loan Commitments”); provided, that, upfront fees or original issue discount may be paid in each case as reasonably consented to Lenders providing such Increase Term Loans; and/or (iv) by the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000Required Lenders. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that (A) any 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 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 1.08Loan Commitment.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments Term Commitments (a each an “New Incremental Term Loan Commitment”) or, prior to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving Commitment” and, together with any Increase Revolving the Incremental Term Loan Commitments, the “Incremental Revolving 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” so long as before and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Incremental Revolving Loan Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Leverage Ratio would does not exceed 0.40 1.25 to 1.00 and (2calculated (x) 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 as 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 were fully drawn and (B) on the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) effective date thereof and (y) excluding (for purposes of cash netting) any such request for cash constituting proceeds of any Incremental Term Loan Commitments or concurrent Incremental Revolving Commitments shall be in a minimum Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $50,000,00025,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the fiscal quarter ended immediately preceding the date on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee person (and any existing Lenderwhich 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 increased or new Commitments be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide all such increased 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 1.08new Commitment.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, Borrowers may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or any increase in Revolving Commitments under the then existing revolving credit commitments facility (a an “New Incremental Revolving Loan Commitment” and, and together with any Increase Revolving CommitmentsIncremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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 (such Incremental Facility, an “Increase Term Loans” and the related commitments, the “Increase Term Loan CommitmentsEffective Date ”); 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”); provided, provided that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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)Loan Commitments, the Total Net Debt to Adjusted Total Assets Ratio aggregate amount of the Revolving Commitments 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 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 shall be in a minimum amount of $50,000,00040,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that (A) any Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide all 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 required under Section 10.04 for an assignment of such type 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 portion arranger of such Incremental Commitment offered Facilities, the Borrowers may then offer such opportunity to it and other Persons (B) any Eligible Assignee that is not an which may include 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”Lenders). 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, may at any time, or time and from time to time on one or more occasions, after the Acquisition Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one term loan facilities or more additional Term Loans with terms and conditions identical to the terms and conditions of an increase in any existing Class tranche of Term Loans hereunder (each, an “Increase Incremental Term Loans” and Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount, when combined with the related commitments, the “Increase aggregate amount of all Incremental 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the greater of (i) $500,000,000 and (Bii) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount, provided that (A) the cash proceeds of such Incremental Revolving Commitments and any 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 shall be excluded for the purposes of cash netting from Indebtedness in a minimum such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, and in minimum increments of $50,000,00010,000,000 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”). Each such notice shall specify (i) the date (each, a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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, or from time to time on one or more occasions, Parent may by written notice to the Administrative 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 (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) Agent request the establishment of one or more new tranches of revolving credit commitments Term Loan Commitments (a each, an “New Revolving Incremental Term Loan Commitment” ”) by an amount not less than individually and, together with in the aggregate for all such requests, not to exceed [*] (it being understood and agreed, for the avoidance of doubt, that such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans); provided that no such Incremental Term Loan Commitments (other than in respect of Conversion Date Indebtedness) may be incurred prior to the Conversion Anniversary Date. Any such notice shall specify (i) the date (each, an “Increase Revolving CommitmentsEffective Date”) on which Parent proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the “date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Required Lenders), (ii) the proposed size and terms of such Incremental Revolving Commitments”); Term Loan Commitments and (iii) offer each Lender the establishment 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 such shorter time as agreed by the Borrower and the 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 Term Loans with terms and conditions identical banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Incremental 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that (A) any 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 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 1.08Loan Commitment.

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Amendment No. 5 Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one term loan facilities or more additional Term Loans with terms and conditions identical to the terms and conditions of an increase in any existing Class tranche of Term Loans hereunder (each, an “Increase Incremental Term Loans” and Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount (excluding, for the related commitmentsavoidance of doubt, 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) aggregate principal amount of the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Existing Incremental Term Loans and the use New Term Loans) when combined with the aggregate amount of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 under Section 3.16,3.16 (other than those issued pursuant to clause (iii) of the first sentence of Section 3.16(a)), not in excess of (i) $300,000,000 plus (ii) the maximum amount of additional Loans that could be treated as fully drawn and (B) incurred by the Borrower at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional amount, excluding the cash proceeds of such any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Term Revolving Commitments are borrowed (whether or not funded or outstanding) (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 (ii) above prior to the utilization of amounts under clause (i) above and (II) Loans shall not may be taken into account for any cash nettingincurred in respect of both clauses (i) and (yii) above, and the proceeds from any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall incurrence in respect of both clauses (i) and (ii) above may be utilized in a single transaction by first calculating the incurrence in respect of clause (ii) above (without giving effect to any incurrence in respect of clause (i) and then calculating the incurrence in respect of clause (i) above) and in minimum amount increments of $50,000,00010,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion). Each such notice shall specify (i) the date (each, a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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, may at any time, or time and from time to time on one or more occasions, after the Closing Date by written notice to the Administrative AgentAgent 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, request: 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 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 establishment greater of one (x) $100,000,000 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 more additional revolving credit commitments with terms and conditions identical to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; b) plus (ii) the establishment aggregate amount of one or more new tranches all voluntary prepayments, other than the Extension Voluntary Prepayment, of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “A) Term Loans and (B) Incremental Revolving Commitments”); (iii) the establishment of one or more additional Term Loans with terms and conditions identical to a corresponding permanent reduction of 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness and Incremental which may not be secured on a pari passu basis with the Initial Term Loans and the 2022 Term Loans) plus (iiiii ) 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 (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 to the incurrence of such additional amount and the use of proceeds thereof 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 (including any related acquisition whether or Investment permitted hereundernot funded or outstanding); provided, for purposes of this clause (iiiii), 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 (iiiii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Debt incurred pursuant to Section 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 (iiiii) above prior to the utilization of amounts under 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 (iiiii ) 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 BasisBasis 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 (1iii) the Senior Secured Net Debt 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 Adjusted Total Assets Ratio would not exceed 0.40 to 1.00 incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); 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 in minimum increments of $5,000,000 (or if such Incremental Commitments are being incurred lesser minimum increments as the Administrative Agent shall agree in connection with a Significant Acquisition)its sole discretion) (the foregoing amount, the Total Net Debt “Available Incremental Amount”). Notwithstanding anything in this Agreement to Adjusted Total Assets Ratio shall not exceed 0.65 to 1.00) (provided thatthe contrary, for any Incremental Term Loans the purposes of such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of such Incremental Revolving Commitments and Incremental which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not be taken into account for utilize any cash netting) portion of the Available Incremental Amount and (y) any such request for shall not reduce the Available Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000Amount. 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 Eligible Assignee (and any existing Lender) Person to whom the Borrower proposes any portion of such Incremental Commitments Term Loan Commitment or Incremental Revolving Commitment, as applicable, 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, may at any time, or time and from time to time on one or more occasions, after the Closing Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches term loan facilities or an increase in any existing tranche of revolving credit Term Loans (each, an "Incremental Term Facility") with term loan commitments (a “New Revolving each, an "Incremental Term Loan Commitment” and") in an aggregate principal amount, together when combined with any Increase Revolving Commitments, the “aggregate amount of Incremental Revolving Commitments”); Commitments under Section 3.16) and all Incremental Equivalent Debt under Section 2.5, not in excess of: (i) $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 plus (iii) the establishment maximum amount of one or more additional Term Loans with terms and conditions identical that could be incurred by the Borrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.0, calculated after giving pro forma effect to the terms and conditions incurrence 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans additional amount and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder)thereof, 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) excluding the cash proceeds of such 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) (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 be taken into account for utilize any cash netting) portion of the Available Incremental Amount and (y) any such request for shall not reduce the Available Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000Amount. Each such notice shall specify (i) the date (each, a "Term Loan Increase Effective Date") on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: Agent elect to request (ix) the establishment of one or more additional revolving credit commitments with terms and conditions identical prior to the terms and conditions of any Revolving Maturity Date, an increase to the existing Class of Revolving Commitments hereunder (each an “Increase Incremental Revolving CommitmentsCommitment”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; ) and/or (iiy) the establishment of one or more new tranches of revolving credit term loan commitments (a each, an “New Revolving Incremental Term Loan Commitment” and, together with any Increase Revolving Commitmentsand the term loans made pursuant thereto, the “Incremental Revolving 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, ) by an amount such 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and Loans, the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would Aggregate Incremental Amount does not exceed 0.40 to 1.00 the Incremental Cap and (2) the Total Net Debt to Adjusted Total Assets Ratio would in an amount 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 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 shall be in a minimum amount of less - 88 - than $50,000,00010,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the 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 and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide all such increased or any portion of such Incremental Commitment offered to it and (B) any Eligible Assignee new Commitment; provided further that each person who is not an existing Lender to which agrees new Commitments are to make available an Incremental Commitment shall be approved by allocated must be a bank, financial institution or other institution (other than Holdings or any Subsidiary of Holdings) reasonably acceptable to the Administrative Agent (such approval Agent; provided further that each person who is not an existing Revolving Lender 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 are to be calculated subject to Section 1.07 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 extent applicable and, if Issuing Bank and 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 1.08Swingline Lender.

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, Agent (the “Incremental Request”) elect to request: (i) upon the establishment consummation of one or more additional revolving credit commitments with terms the IPO and conditions identical during the IPO Incremental Availability Period, an increase to the terms existing Commitments (each, an “IPO Incremental Revolving Commitment”, and conditions of any existing Class of the Loans thereunder, the “IPO Incremental Revolving Commitments hereunder (Loans” and the “Increase Revolving 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; provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments;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”) and/or (y) the establishment of one or more new tranches of revolving credit term loan commitments (a each, an “New Revolving Additional Incremental Term Commitment” and(and the Loans thereunder, the “Additional Incremental Term Loans”) and together with any Increase the Additional Incremental Revolving Commitments, the “Additional Incremental Revolving Commitments”);, by an aggregate amount not to exceed $100,000,000. (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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the applicable Incremental Commitments shall be effective, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, allocations; provided that (A) 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 all or any portion of such Additional Incremental Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Commitment. Each 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 in 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 aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall at least $1,000,000 (provided that such amount may be calculated subject to Section 1.07 to less than $1,000,000 if such amount represents all remaining availability under the extent aggregate limit in respect of 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 set forth in accordance with Section 1.08above).

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Subsequent First Amendment Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one term loan facilities or more additional Term Loans with terms and conditions identical to the terms and conditions of an increase in any existing Class tranche of Term Loans hereunder (each, an “Increase Incremental Term Loans” and Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount, when combined with the related commitments, the “Increase aggregate amount of all Incremental Term Loan Commitments”); provided, thatIncremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, upfront fees or original issue discount may not in excess of the greater of (i) $500,000,000 and (ii(i) an amount equal to the maximum amount of additional Loans that could be paid incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to Lenders providing be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such Increase Term Loans; and/or additional amount, (iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after but without giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and amounts incurred under the use of proceeds thereof immediately following clause (including any related acquisition or Investment permitted hereunderii)), 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, provided 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 such Incremental Revolving Commitments and any 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 shall be excluded for the purposes of cash netting from Indebtedness in a minimum such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $50,000,000500,000,000, 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”). Each such notice shall specify (i) the date (each, a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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 After the Restatement Effective Date, any Borrower may, at (including any time, or from time to time on one or more occasions, Designated Subsidiary) may by written notice to the Administrative Agent, request: Agent elect to request (ix) the establishment of one or more additional revolving credit commitments with terms and conditions identical prior to the terms and conditions Maturity Date for the Revolving Loans, an increase to any of any the existing Class of Revolving Loan Commitments hereunder (each, an “Increase Incremental Revolving CommitmentsLoan Commitment”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; ) and/or (iiy) the establishment of one or more new tranches of revolving credit term loan commitments (a each, an “New Revolving Incremental Term Commitment” and”, together with any Increase Revolving Commitmentswhich, 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 Revolving CommitmentsFacilities Amount”); (iii) the establishment of one or more additional Term Loans with terms and conditions identical equal to the terms and conditions sum of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitmentsi) an aggregate amount not to exceed $300,000,000, the “Increase Term Loan Commitments”); providedplus (ii) an additional amount if, 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”); provided, that (x) immediately after giving effect to any the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments and are fully drawn) (collectively, the “Maximum Incremental Term Loans and Facilities Amount”); provided that if at the use time of proceeds thereof any such incurrence or issuance, there is capacity under the foregoing clause (including any related acquisition or Investment permitted hereunderii), on a Pro Forma Basisthen 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 (1iii) an aggregate amount not to exceed $575,000,000 less (x) 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) amount outstanding under any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) Aus Local Financing and (y) any the amount of Aus Intercompany Loan or Aus Qualified Intercompany Loan loaned by the Co-Investor on the Aus Reorganization Date (such request for amount, the “Aus Reorganization Incremental Commitments”), which amounts under this clause (iii) may (A) may be used solely to finance the Aus Reorganization or the Aus Acquisition or to finance the Aus Repayment, (B) be incurred only by a Domestic Borrower and (C) may only be incurred as one or more Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000Commitments. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than five Business 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 and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Applicable Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, 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 Commitment. Each 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 in 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 aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be calculated subject to Section 1.07 to less than $5,000,000 if such amount represents all remaining availability under the extent applicable and, if the proceeds aggregate limit in respect 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 1.08set forth above).

Borrower Request. The Borrower may, at any time, or from time to time on one or more occasions, by written notice to the Administrative 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 (“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 tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving 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 to exceed (x) $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 unlimited amount, provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), ; on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 0.45 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.60 0.75 to 1.00; 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 0.80 to 1.00) (provided 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; 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, or from time to time on one or more occasions, EnergySolutions may by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, request: from time to time prior to the Term Maturity Date or the Revolving Maturity Date, as applicable, (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 (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment extension of one or more new tranches Term Commitments (any such new Term Commitment being referred to herein as an “Incremental Term Commitment”) or (ii) one or more increases in the existing Revolving Commitments or extensions of revolving credit commitments new Revolving Commitments (a “New any such increase in or extension of Revolving Commitment” and, together with any Increase Revolving Commitments, the Commitments being referred to herein as an “Incremental Revolving CommitmentsCommitment”); , in each case in an aggregate amount not to exceed the Incremental Commitments Cap. Each Incremental Commitment shall be (iiiA) 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, 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 “Deposit L/C Increase Election”) that the proceeds of the Term Loans made pursuant to an Incremental Term Commitment (such Term Loans being referred to herein as “Incremental Term Loans”), be deposited in the Deposit L/C Escrow Account as collateral for the payment and performance of EnergySolutions’ reimbursement obligations to the Deposit Issuing Banks in respect of Deposit Letters of Credit and that the Deposit L/C Specified Amount be increased by an amount equal to the amount of such deposit. Each notice delivered pursuant to this Section 2.18(a) shall specify (x) 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 date (“Increase Term Loans” and the related commitments, the “Increase Term Loan CommitmentsEffective Date”); provided, that, upfront fees ) on which EnergySolutions proposes that the increased 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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) effective, which shall be a date not less than 10 Business Days after the cash proceeds of date on which such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) notice is delivered to the Administrative Agent and (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) the financial institutions to whom the Borrower EnergySolutions proposes that any portion of such Incremental increased or new Commitments be allocated and the amounts of such allocations; provided, provided that (A) any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide all such increased 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 1.08new Commitment.

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Amendment No. 5 Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments facilities (a “New Revolving Commitment” andeach, together with any Increase Revolving Commitments, the an “Incremental Revolving CommitmentsFacility”); ) with new revolving commitments or an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) 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 (i) $300,000,000 plus (ii) the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional amount, 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) plus (iii) the establishment amount of one or more additional Term Loans with terms all prior voluntary terminations of Revolving Commitments) (it being understood and conditions identical 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 terms 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 clause (i) above and conditions (II) Loans may be incurred in respect of any existing Class or all of Term Loans hereunder clauses (“Increase Term Loans” i), (ii) and (iii) above, and the related commitmentsproceeds from any such incurrence in respect of clauses (i), the “Increase Term Loan Commitments”); provided(ii) and (iii) above, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or utilized in a single transaction by, first, calculating the incurrence in respect of clause (ivii) the establishment of one or more new tranches of term loans above (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after without giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use incurrence in respect of proceeds thereof clause (including any related acquisition i) or Investment permitted hereunder(iii)), on a Pro Forma Basissecond, calculating the incurrence in respect of clause (1iii) above and, third, calculating the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 to 1.00 incurrence in respect of clause (i) above), 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 in minimum increments of $10,000,000 (or if such Incremental Commitments are being incurred lesser minimum increments as the Administrative Agent shall agree in connection with a Significant Acquisitionits sole discretion), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify (i) the date (each, a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and any existing the Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment 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, may at any time, or time and from time to time on one or more occasions, after the Closing Date by written notice to the Administrative Agent, request: (i) Agent elect to increase 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 (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) Term Facility and/or request the establishment of one or more new tranches of revolving credit term loan facilities (each, an “Incremental Term Facility”) with term loan commitments (a each, an “New Revolving Incremental Term Loan Commitment” and, together with any Increase Revolving Commitmentsand the loans made pursuant to such Incremental Term Loan Commitment, the “Incremental Revolving 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 ”) in an aggregate amount, when combined with 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 aggregate amount of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such all Incremental Revolving Commitments that shall have become effective (and assuming the full funding of such Incremental Term Loans Loan Commitment and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 all Incremental Revolving Commitments that shall be treated as fully drawn have become effective), not in excess of the Incremental Cap, and (B) the cash proceeds in minimum increments of such Incremental Revolving Commitments $1,000,000 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 shall be in a minimum amount of $50,000,00010,000,000 (or such lesser amount equal to the remaining maximum amount of permitted Incremental Commitments); provided that Incremental Refinancing Facilities and Incremental Term Loans thereunder may be incurred without regard to the Incremental Cap (and any such Term Loans shall not reduce availability under clause (x) of the definition of Incremental Cap). Each such notice shall specify (i) the date (each, a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitment shall be effective, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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, or from time to time on one or more occasions, may by written notice to the Lenders through the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit bridge loan commitments (each, a “New Revolving Bridge Loan Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall: (i) specify the anticipated date on which the Borrower proposes that the Bridge Loan Commitments shall be effective, which shall be a date not less than 45 days after the date on which such notice is delivered to the Administrative Agent; (ii) specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Bridge Loan Commitments be allocated and the amounts of such allocations; provided, that (Aiii) any existing Lender approached to provide all or a portion include reasonably detailed information about the anticipated source of the Incremental 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 or Lenders electing to provide a Bridge Loan Commitment; and, if any of the existing Lenders decline to provide any portion of such Incremental 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 offered to it and (B) any Eligible Assignee other Person that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by Eligible Assignee; provided further that if the Administrative Agent (such approval not declines to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental arrange the Bridge Loan 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 this Section 1.082.22(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 may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: Agent elect to request (ix) the establishment of one or more additional revolving credit commitments with terms and conditions identical prior to the terms and conditions of any Maturity Date for the Revolving Credit Facility, an increase to the existing Class of Revolving Credit Commitments hereunder (each, an “Increase Incremental Revolving CommitmentsCommitment”); provided, that, upfront fees may be paid ) in an aggregate amount not to Lenders providing such Increase exceed the Available Revolving Commitments; Incremental Amount and/or (iiy) the establishment of one or more new tranches of revolving credit term loan commitments (a each, an “New Revolving Incremental Term Commitment” and, and together with any Increase Incremental Revolving CommitmentsCommitment, the each an “Incremental Revolving CommitmentsCommitment”); , by an aggregate amount not to exceed the Available Term Incremental Amount (iii) at the establishment time 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”incurrence); 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitments or Incremental Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such other date as agreed to by the Administrative Agent) and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Revolving Commitments or Incremental Term Commitments be allocated and the amounts of such allocations; provided, provided that (A) 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 all or any portion of such Incremental Revolving Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an or Incremental Term Commitment. Each Incremental Term Commitment shall be approved by 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 Administrative Agent (such approval not to be unreasonably withheld or delayed) (each aggregate limit in respect of Incremental Lender or existing Lender which agrees to make available an Term Commitments set forth in above). Each Incremental Revolving Commitment shall be referred to as in an “Incremental Lender”). Any ratio calculated under this proviso to this clause (a) for purposes of determining the aggregate 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 $5,000,000 or any whole multiple 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 $500,000 in accordance with Section 1.08excess thereof.

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the Subsequent First Amendment Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one term loan facilities or more additional Term Loans with terms and conditions identical to the terms and conditions of an increase in any existing Class tranche of Term Loans hereunder (each, an “Increase Incremental Term Loans” and Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount, when combined with the related commitments, the “Increase aggregate amount of all Incremental 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), 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 under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the greater of (i) $500,000,000 and (Bii) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount, provided that (A) the cash proceeds of such Incremental Revolving Commitments and any 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 shall be excluded for the purposes of cash netting from Indebtedness in a minimum such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, and in minimum increments of $50,000,00010,000,000 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”). Each such notice shall specify (i) the date (each, a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (and any existing 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 Commitments Term Loan Commitment 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, or from time to time on one or more occasions, by written notice to the Administrative 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 (“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 tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving 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 to exceed (x) $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 unlimited amount, provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), ; on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 0.45 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.60 0.75 to 1.00; 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 0.80 to 1.00) (provided 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental 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 After the Restatement Effective Date, any Borrower may, at any time, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: Agent elect to request (ix) the establishment of one or more additional revolving credit commitments with terms and conditions identical prior to the terms and conditions Maturity Date for the Revolving Loans, an increase to any of any the existing Class of Revolving Loan Commitments hereunder (each, an “Increase Incremental Revolving CommitmentsLoan Commitment”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; ) and/or (iiy) the establishment of one or more new tranches of revolving credit term loan commitments (a “New Revolving Commitment” andeach, together with any Increase Revolving Commitments, the an “Incremental Revolving CommitmentsTerm Commitment”); (iii) , which, for the establishment avoidance of one or more additional doubt, will exclude the increase in Commitments and Term Loans with terms and conditions identical on the Restatement Effective Date), by (i) an aggregate amount not to the terms and conditions of any existing Class of Term Loans hereunder exceed $300,000,000 plus (“Increase Term Loans” and the related commitmentsii) an additional amount if, 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”); provided, that (x) immediately after giving effect to any the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments and are fully drawn) (collectively, the “Maximum Incremental Term Loans and Facilities Amount”); provided that if at the use time of proceeds thereof any such incurrence or issuance, there is capacity under the foregoing clause (including any related acquisition or Investment permitted hereunderii), 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 then 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 capacity shall be treated as fully drawn and deemed to be utilized pursuant to clause (Bii) prior to utilizing any capacity available to the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and Borrowers under the foregoing clause (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of $50,000,000i). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than five Business 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 and (ii) the identity of each Eligible Assignee (and any existing Lender) to whom the Applicable Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, 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 Commitment. Each 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 in 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 aggregate amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be calculated subject to Section 1.07 to less than $5,000,000 if such amount represents all remaining availability under the extent applicable and, if the proceeds aggregate limit in respect 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 1.08set forth above).

Borrower Request. The Borrower may, may at any time, or time and from time to time on one or more occasions, after the RestatementAmendment No. 5 Effective Date by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches of revolving credit commitments facilities (a “New Revolving Commitment” andeach, together with any Increase Revolving Commitments, the an “Incremental Revolving CommitmentsFacility”); ) with new revolving commitments (iiieach, an “Incremental Revolving Commitment”) in an amount not in excess of $212,000,000 in the establishment aggregate principal amount when combined with the aggregate amount 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 all Incremental Term Loan Commitments”); providedCommitments under Section 2.4 (excluding, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iv) for the establishment avoidance of one or more new tranches doubt the aggregate amount of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Existing Incremental Term Loans and the use New Term Loans) not in excess of proceeds thereof (including any related acquisition or Investment permitted hereunder), on a Pro Forma Basis, i) $300,000,000 plus (1ii) the Senior Secured Net Debt maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the Consolidated Leverage Ratio to Adjusted Total Assets Ratio would not exceed 0.40 be greater than 3.00 to 1.00 1.0, 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 in minimum increments of $10,000,000 (or if such Incremental Commitments are being incurred lesser minimum increments as the Administrative Agent shall agree in connection with a Significant Acquisitionits sole discretion), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify (i) the date (each, a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental 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 Eligible Assignee Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and any existing the Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment 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, or from time to time on one or more occasions, may by written notice to the Administrative Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical Agent elect to the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) request the establishment of one or more new tranches Term Loan Commitments under a new term facility or under an existing term facility or any increase under an existing Tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under a new revolving credit commitments facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “New Revolving CommitmentCommitment Increase” and, and together with any Increase Additional Revolving CommitmentsCommitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Revolving CommitmentsFacilities”); , in an aggregate amount not to exceed the Maximum Incremental Facilities Amount (iii) the date of 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”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunderFacility, an “Increase Effective Date”), 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 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 shall be in a minimum amount of $50,000,000. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided, that (A) any Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Term Loan Commitment offered or Incremental Revolving Loan Commitment, and, to it and (B) 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 is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (shall have consented to such approval not to be unreasonably withheld Eligible Assignee providing such Incremental Term Loan Commitment 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 Loan Commitment, as applicable, solely if and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable andsuch consent would be required under Section 10.04 for an assignment of such Type of Loans or Commitments, if as applicable, to such Eligible Assignee; provided further that, for the proceeds avoidance of doubt, the relevant Borrower shall not be required to offer the opportunity to participate in any Incremental Commitments will be applied Facility 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 1.08any existing Lenders.