Common use of Incremental Credit Extensions Clause in Contracts

Incremental Credit Extensions. (a) The Borrower may, at any time after the Closing Date, on one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:

Incremental Credit Extensions. (a) The Borrower At any time and from time to time, subject to the terms and conditions set forth herein, the Loan Parties may, at by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans of any time after the Closing Date, on one Class or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term B Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments under the Revolving Credit Facility (iia “Revolving Credit Commitment Increase”) add and/or the establishment of one or more new tranches of revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment IncreaseCommitments”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with any Incremental Term Loans, “Incremental Loans”) in an the aggregate outstanding principal amount of all Incremental Equivalent Debt and Indebtedness incurred in reliance on Section 7.03(r)(ii)(A), shall not to exceed the Incremental Cap; . Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured only by (and on an equal or junior priority basis with) the Collateral securing, all of the other Loan Obligations under this Agreement (provided that:, in the case of any Incremental Facility that is funded into Escrow, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow) and shall be subject to an Acceptable Intercreditor Agreement.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities Term A Loans (each new tranche, a the “New Incremental Term FacilityA Loans”) and/or increase or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) the aggregate principal amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans of any existing Class so refinanced except by requesting new commitments an amount equal to provide unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:refinancing.

Incremental Credit Extensions. (a) The Borrower and any Additional Borrower may, at any by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Closing Date, on request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in the case of the Incremental Term Loan Commitments, denominated in Dollars, and in the case of the Incremental Revolving Commitments, denominated in Dollars or one of the Agreed Currencies, from one or more occasions Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender or any other bank or other financial institution (any such other bank or other financial institution, an “Additional Lender”), but shall be required to be Persons which would qualify as assignees of a Lender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. For the avoidance of doubt, with respect to any Incremental Loans incurred by an Additional Borrower that is organized in the Republic of Ireland, each Incremental Lender shall comply with the requirements of Section 2.14, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Incremental Lender shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Incremental Facility Agreement, Lender becomes a party with respect to the Incremental Loans). Each notice provided pursuant to this Section 2.17 shall set forth (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal type and amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective and (iii) to the extent constituting Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make term loans with the same interest rates, amortization, maturity and other terms as the Class of Term Loans of any existing Class by requesting new with the Latest Maturity Date or commitments to provide make term loans with interest rates and/or amortization and/or maturity and/or other terms different from such Class of Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Other Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:).

Incremental Credit Extensions. (a) The Borrower may, Borrowers may at any time after the Closing Date, or from time to time on one or more occasions pursuant to an Incremental Facility Agreement, after the Effective Date request (i) add one or more new tranches additional Classes of term facilities loans (each new trancheeach, a an “New Incremental Term Facility”), (ii) and/or increase the principal amount one or more additional term loans of the Term Loans same Class of any existing Class by requesting new commitments to provide such of term loans (each, an “Incremental Term Loans Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansRevolving Commitment Increase”) and/or (iiiv) add one or more new tranches additional Classes of Incremental Revolving Commitments (each new tranche, a the “New Incremental Additional/Replacement Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); and the loans thereunder, “Incremental Revolving Loans” and provided that (x) after giving effect to any Incremental Revolving LoansFacility Amendment referred to below and at the time that any such Incremental Facility is made or effected, together with no Event of Default (or, in the case of the incurrence or provision of any Incremental Term LoansFacility in connection with a Limited Condition Transaction, “Incremental Loans”no Specified Event of Default) shall have occurred and be continuing and (y) in an no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that:that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request to increase the amount of Term B Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term B Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments (iia “Revolving Credit Commitment Increase”) add and/or the establishment of one or more new tranches of revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments (each new trancheCredit Commitments”; together with the Incremental Term Loans, a the “New Incremental Revolving FacilityFacilities”) and/or increase ). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the greater of (x) $1,600,000,000 and (y) Consolidated EBITDA for the most recently ended Test Period prior to such date plus (ii) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New such Incremental Term Loans or Incremental Revolving FacilityCredit Commitments), “Incremental Revolving Facilities” andthe First Lien Senior Secured Leverage Ratio shall not exceed 4.00:1.00; provided, together with any Incremental Term Facilityfor the avoidance of doubt, “that Incremental Facilities”; , Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the loans thereunder, “amount set forth in clause (i) above. Each Incremental Revolving Loans” Facility shall be in an integral multiple of $5,000,000 and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) be in an aggregate outstanding principal amount that is not to exceed less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Cap; provided that:Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make a copy of such notice available to each of the Lenders), request one or more occasions pursuant additional tranches or, in consultation with the Administrative Agent, additions to an Incremental Facility Agreement, (i) add one or more new tranches existing tranche of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”; the commitments thereunder, the “Incremental Term Loan Commitments”) and/or (ii) add or one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of Commitment (any existing Class (each such increase, a “Revolving Commitment Increase”; the commitments thereunder, the “Incremental Revolving Commitments” and, collectively, with the Incremental Term Loan Commitments, the “Incremental Commitments”); provided that (i) after giving effect to the making of such Incremental Term Loans or the incurrence of any Revolving Commitment Increase, the aggregate principal amount of all Incremental Term Loans and Incremental Revolving Commitments incurred pursuant to this Section 2.19 (together with any New Incremental Equivalent Debt incurred pursuant to Section 7.03(s) after the Closing Date) shall not exceed (x) $346,000,000 (provided that $35,000,000 of such amount under this clause (x) shall solely be available for Revolving Commitment Increases) plus (y) an unlimited additional amount, so long as on a Pro Forma Basis after the incurrence of such Incremental Term Loans and such Incremental Revolving Commitments (A) if such Incremental Loan ranks pari passu in right of security on the Collateral with the Obligations (other than any Obligations in respect of other Incremental Loans or Refinancing Facilities secured on a junior lien basis to other Obligations), the First Lien Leverage Ratio as of the last day of the most recently ended Test Period does not exceed 3.90:1.00 and (B) if such Incremental Loan ranks junior in right of security on the Collateral to the Obligations (other than any Obligations in respect of other Incremental Loans or Refinancing Facilities secured on a junior lien basis to other Obligations), the Senior Secured Leverage Ratio as of the last day of the most recently ended Test Period does not exceed 3.90:1.00 (it being understood that (1) any Incremental Loan may be incurred under clause (y) prior to clause (x) and regardless of whether there is capacity under clause (x), (2) to the extent that both clause (x) and clause (y) are available and the Borrower does not make an election, the Borrower will be deemed to have elected clause (y), (3) any amounts incurred under clause (x), the Revolving Facility, “Incremental Revolving Facilities” andSections 7.03(e), 7.03(m), 7.03(r), 7.03(t), 7.03(u), 7.03(z), 7.03(bb), 7.03(s)(x) or 7.03(w), in each case, together with any amounts incurred to fund original issue discount (“OID”) and upfront fees, that is concurrently incurred with, or incurred in a single transaction or series of related transactions with, amounts under clause (y) will not count as Indebtedness for the purpose of calculating the First Lien Leverage Ratio or Senior Secured Leverage Ratio, as applicable, in clause (y) and (4) any portion of any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and Loans or any Incremental Revolving LoansCommitments incurred in reliance on clause (x) may be reclassified, together as the Borrower may elect from time to time, as incurred under clause (y) if the Borrower meets the applicable First Lien Leverage Ratio or Senior Secured Leverage Ratio, as applicable, under clause (y) at such time on a Pro Forma Basis (for purposes of clarity, with any such reclassification having the effect of increasing the Borrower’s ability to incur Indebtedness under clause (x) on and after the date of such reclassification by the amount of Indebtedness so reclassified)); provided, further, that for purposes of the calculation of the First Lien Leverage Ratio and the Senior Secured Leverage Ratio used in determining the availability of Incremental Term Loans or Incremental Revolving Commitments under this Section 2.19(a), (i) any cash proceeds of any Incremental Term LoansLoans or the Incremental Revolving Commitments, “as applicable, then being incurred will not be netted for purposes of determining compliance with the First Lien Leverage Ratio or Senior Secured Leverage Ratio, as applicable, and (ii) the full amount of any Incremental Loans”) Revolving Commitments then being incurred shall be deemed to be Indebtedness then outstanding (whether or not then incurred). Each tranche of Incremental Term Loans shall be in an aggregate outstanding principal amount that is not to exceed less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Incremental Cap; provided that:limit set forth in the preceding sentence).

Incremental Credit Extensions. (a) The Borrower At any time and from time to time, subject to the terms and conditions set forth herein, the Loan Parties may, at by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans of any time after the Closing Date, on one Class or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term B Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments under the Revolving Credit Facility (iia “Revolving Credit Commitment Increase”) add and/or the establishment of one or more new tranches of Incremental Revolving Commitments revolving credit commitments (each new tranche, a an “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Additional Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with any Incremental Term Loans, “Incremental Loans”) in an the aggregate outstanding principal amount of all Incremental Equivalent Debt and Indebtedness incurred in reliance on Section 7.03(r)(ii)(A), shall not to exceed the Incremental Cap; . Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured only by (and on an equal or junior priority basis with) the Collateral securing, all of the other Loan Obligations under this Agreement (provided that:, in the case of any Incremental Facility that is funded into Escrow, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow) and shall be subject to an Acceptable Intercreditor Agreement.

Incremental Credit Extensions. (a) The Borrower may, at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class Facility (each such increase, a “Revolving Commitment Increase”); together with any New Incremental Revolving Facilityprovided, “Incremental Revolving Facilities” and, together with that upon the effectiveness of any Incremental Term Facility, “Incremental Facilities”; Amendment referred to below and at the loans thereunder, “Incremental Revolving Loans” and time that any Incremental Revolving Loans, together with any such Incremental Term LoansLoan is made (and after giving effect thereto), “(A) no Default or Event of Default shall exist and (B) the Borrower shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Loans”) Term Loans and each Revolving Commitment Increase shall be in an aggregate outstanding principal amount that is not less than $25 million (provided, that such amount may be less than $25 million if such amount represents all remaining availability under the limit set forth in the next sentence); provided that in connection with a Limited Condition Acquisition, if agreed to by the Lenders providing such Incremental Facility, the representations and warranties made by the Borrower shall be limited to customary “specified representations” and those representations of the seller or the target company (as applicable) included in the acquisition agreement related to such Limited Condition Acquisition that are material to the interests of the Lenders and that give the applicable parties the ability to terminate such acquisition agreement; (B) no Default shall have occurred and be continuing or be caused by the Revolving Commitment Increase or incurrence of the Incremental Term Loan (provided that solely with respect to Incremental Term Loans incurred in connection with a Limited Condition Acquisition, to the extent the Lenders participating in such tranche of Incremental Term Loans agree, no Default shall exist at the time of the execution of the definitive documentation for such Limited Condition Acquisition and no Default under Section 8.01(a) or Event of Default under Sections 8.01(f) shall exist at the time such Limited Condition Acquisition is consummated) and (C) subject to the terms of Section 1.08(f) in respect of Limited Condition Acquisitions, the Borrower shall be in compliance with the financial covenant set forth in Section 7.09 for the applicable Test Period (determined on a pro forma basis after giving effect to such incurrence of the Incremental Facility and any related prepayment of Indebtedness). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Cap; provided that:Facilities Amount.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more occasions pursuant additional Classes or additions to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such of Term Loans (each increasethe “Incremental Term Loans” and any such Class, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansSeries”) and/or or (iib) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees; provided that if any such additional Revolving Credit Commitment is requested prior to February 17, 2013, if the interest rate margins or commitment fees in respect of any such additional Revolving Credit Commitment exceed the interest rate margins or commitment fees in respect of any of the existing Class Revolving Credit Commitments by more than 50 basis points, the interest rate margins and commitment fees for such existing Revolving Credit Commitments shall be increased to 50 basis points less than such interest rate margins or commitment fees with respect to such new Revolving Credit Commitments) (each increase, a “Revolving Commitment Increase”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii), shall not exceed (x) $150,000,000 (the “Initial Incremental Amount”); together with any New Incremental Revolving Facility, provided that during the sixty (60) consecutive day period beginning on the Amendment No. 1 Effective Date (the “Incremental Increase Period”) the Borrower may incur a Revolving Facilities” andCommitment Increase in an amount not to exceed $50.0 million and an increase to the Term A Loan in an amount not to exceed $50.0 million (the “Term A Loan Increase”), together with any in each case without reducing the amount available for future Incremental Term Loans or Revolving Commitment Increases under the Initial Incremental Amount, so long as, in the case of any Term A Loan Increase, the Net Proceeds therefrom shall be used to repay Term B Loans pursuant to Section 2.05(b)(xi) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, “determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facilities”; Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 2.75 to 1.00. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Term Loans, together (b) shall not mature earlier than the Maturity Date with respect to the Term B Loans (except in the case of any Term A Loan Increase, which shall mature on the Maturity Date with respect to the Term A Loans), (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term B Loans (except in the case of any Term A Loan Increase, which shall have the same weighted average life to maturity as that of the Term A Loans) and (d) the Applicable Rate for the Incremental Term Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders (except that in the case of any Term A Loan Increase, such Applicable Rate and amortization shall be the same as that of the Term A Loans); provided, however, that if any such additional Incremental Term Loans are requested prior to February 17, 2013,March 30, 2014, (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Term B Loans plus 50 basis points (unless the interest rate margins applicable to the Term B Loans are increased to the extent necessary to achieve the foregoing), (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity and (iii) if the lowest permissible Eurocurrency Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loans, the difference between such “floor” and 1.00%, in the case of Eurocurrency Rate Incremental Term Loans, or 2.00%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental LoansAmendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding principal amount (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the Incremental Cap; provided that:transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrower and any Additional Borrower may, at any by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Closing Date, on request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in the case of the Incremental Term Loan Commitments, denominated in Dollars, and in the case of the Incremental Revolving Commitments, denominated in Dollars or one of the Agreed Currencies, from one or more occasions Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender or any other bank or other financial institution (any such other bank or other financial institution, an “Additional Lender”), but shall be required to be Persons which would qualify as assignees of a Lender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. For the avoidance of doubt, with respect to any Incremental Loans incurred by an Additional Borrower that is organized in the Republic of Ireland, each Incremental Lender shall comply with the requirements of Section 2.17, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Incremental Lender shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Incremental Facility Agreement, Lender becomes a party with respect to the Incremental Loans). Each notice provided pursuant to this Section 2.20 shall set forth (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal type and amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective and (iii) to the extent constituting Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make term loans with the same interest rates, amortization, maturity and other terms as the Class of Term Loans of any existing Class by requesting new with the Latest Maturity Date or commitments to provide make term loans with interest rates and/or amortization and/or maturity and/or other terms different from such Class of Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Other Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:).

Incremental Credit Extensions. (a) The Borrower may, may at any time after the Closing Date, or from time to time on one or more occasions pursuant to an Incremental Facility Agreement, after the Effective Date request (i) add one or more new tranches additional Classes of term facilities loans (each new trancheeach, a an “New Incremental Term Facility”), and/or (ii) and/or increase the principal amount one or more additional term loans of the Term Loans same Class of any existing Class by requesting new commitments to provide such Term Loans of term loans (each increaseeach, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, the “Incremental Facilities”); and the loans thereunder, “Incremental Revolving Loans” and provided that (x) after giving effect to any Incremental Revolving LoansFacility Amendment referred to below and at the time that any such Incremental Facility is made or effected, together with no Event of Default (or, in the case of the incurrence or provision of any Incremental Term LoansFacility in connection with a Limited Condition Transaction, “Incremental Loans”no Specified Event of Default) shall have occurred and be continuing and (y) in an no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that:that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower may, may at any time after the Closing Date, or from time to time on one or more occasions pursuant after the Effective Date, by written notice delivered to an Incremental Facility Agreement, the Term Administrative Agent request (i) add one or more new tranches additional Classes of term facilities loans (each new trancheeach, a an “New Incremental Term Facility”), (ii) and/or increase the principal amount one or more additional term loans of the Term Loans same Class of any existing Class by requesting new commitments to provide such Term Loans of term loans (each increaseeach, an “Incremental Increase FacilityTerm Increase”; together with any New Incremental Term Facility), “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”(iii) and/or (ii) add one or more new tranches of Incremental Revolving Commitments cash-flow revolving credit facilities (each new tranchethe first of such tranches, a the “New Initial Incremental Revolving Facility” and, together with each such tranche thereafter, the “Incremental Revolving Facilities”) and/or increase or (iv) one or more increases in the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New of Incremental Revolving FacilityLoans (each, an “Incremental Revolving Facilities” andIncrease”, and together with any Incremental Term Facility, Incremental Term Increase and Incremental Revolving Facilities, the “Incremental Facilities”); provided that, after giving effect to any Incremental Facility Amendment referred to below and at the loans thereunder, “time that any such Incremental Term Loan or Incremental Revolving Loans” and Loan is made or effected, (x) no Event of Default (except, in the case of the incurrence or provision of any Incremental Revolving LoansFacility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, together with for which a Specified Event of Default shall be the standard) shall have occurred and be continuing and (y) all representations and warranties in Article III shall be true and correct in all material respects on and as of the effective date of such Incremental Facility (except, in the case of the incurrence or provision of any Incremental Term LoansFacility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, “Incremental Loans”) for which the Specified Representations shall be true and correct in an all material respects as of such date). Notwithstanding anything to contrary herein, the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Term Administrative Agent otherwise agree); provided that:that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Effective Date, on by notice to the Administrative Agent (specifying which Class of Classes of Loans are affected, whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) (x) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches additional Series of term facilities (each new tranche, a “New Incremental Term Facility”) and/or loans under this Section 2.26 to be made available to the Borrower or an increase in the principal amount of the Initial Term Loans, any Incremental Term Loans of or any existing Class by requesting new commitments to provide such Other Term Loans (each any such new additional tranche, series or increase, an “Incremental Increase Term Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”), (y) and/or one or more increases in the amount of the US Revolving Credit Commitments under this Section 2.26 (each such increase, a “US Revolving Commitment Increase”) or (z) one or more (not exceeding three) additional Series of incremental revolving credit commitments under this Section 2.26 to be made available to the Borrower (the “Incremental US Revolving Credit Commitments”) and (ii) add (x) one or more new tranches increases in the amount of Incremental the Multicurrency Revolving Credit Commitments under this Section 2.26 (each new tranchesuch increase, a “New Incremental Multicurrency Revolving Facility”) and/or increase the aggregate amount of the Commitment Increase” and, together with a US Revolving Credit Commitments of any existing Class (Commitment Increase, each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, ) and (y) one or more (not exceeding three) additional Series of incremental revolving credit commitments under this Section 2.26 to be made available to the Borrower (the “Incremental Multicurrency Revolving FacilitiesCredit Commitments” and, together with the Incremental US Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”, with any Incremental Revolving Credit Commitments, any Revolving Commitment Increases and any Incremental Term Facility, Facility being collectively called a “Incremental FacilitiesCredit Increase”); and provided that upon the loans thereunder, “Incremental Revolving Loans” and effectiveness of any Incremental Revolving LoansAmendment referred to below, no Event of Default shall exist or occur as a result thereof. Each Credit Increase shall be in an aggregate principal amount that is not less than $5,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases under this Section 2.26, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:aggregate

Incremental Credit Extensions. (a) The Borrower may, at (i) At any time and from time to time after the Closing Date, on subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available such notice to each of the Lenders), request to effect one or more occasions pursuant to revolving credit facility tranches (or an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans thereunder) (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and”) from Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) no Default shall have occurred and be continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the last day of the most-recently ended Test Period for which financial statements are available (calculated assuming that such Incremental Revolving Facility is fully drawn), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the last day of any Incremental Term Facilityfiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.01(a) or (b) and Section 5.01(d), “Incremental Facilities”; respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the loans thereunderrelevant period), “(D) such Incremental Revolving Facility may be secured on a pari passu basis with the Loans” , (E) the interest rate margins, rate floors, fees, premiums and maturity applicable to any Incremental Revolving LoansFacility shall be determined by the Borrower and the lenders thereunder, together with (F) any Incremental Term LoansRevolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Lenders providing the applicable Incremental Revolving Facilities and (G) any Incremental Revolving Facility may be provided in any currency as mutually agreed among the Administrative Agent, “the Borrower and the Additional Revolving Lenders; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (E) or (G) above), they shall be reasonably satisfactory to the Administrative Agent. Each Incremental Loans”) Revolving Facility shall be in an aggregate outstanding a minimum principal amount not to exceed of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap; provided that:.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities A loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any A Loans”) or term B loans made pursuant to an (the “Incremental Term FacilitiesB Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) and/or or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (i) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default has occurred and is continuing or shall result therefrom, (ii) add one after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or more new tranches of Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith, the Borrower is in compliance (each new trancheon a Pro Forma Basis) with the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio Financial Covenants as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility had occurred on the first day of such Test Period) and (iii) the sum of (A) the aggregate principal amount of the Revolving Credit Commitment, a “New Incremental Revolving Facility”(B) and/or increase the aggregate amount of the Mission Revolving Credit Commitments Commitment, (C) all Incremental Facilities consisting of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving FacilityCommitments and Incremental Term A Loans, “and (D) Mission Incremental Facilities consisting of Mission Incremental Revolving Facilities” and, together with any Commitments and Mission Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving A Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount shall not to exceed the Incremental Cap; provided that:$150,000,000.

Incremental Credit Extensions. (a) The Parent Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase increases in the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”); together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with provided that (i) upon the effectiveness of any Incremental Term FacilityAmendment referred to below, “Incremental Facilities”; and the loans thereunder, “Incremental no Default or Event of Default shall exist. Each Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) Commitment Increase shall be in an aggregate outstanding principal amount that is not less than a amount of $100,000,000 (provided that such amount may be less than a amount of $100,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases shall not exceed $750,000,000 (such amount, the "Incremental Amount”). Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other lender (any such other lender being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to exceed be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental CapAmendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders or Loan Parties, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower shall use the proceeds of the Revolving Commitment Increases for any purpose not prohibited by this Agreement; provided that to the extent the proceeds of Revolving Commitment Increases are being used to refinance Retained Existing Notes, such refinancing occurs no earlier than the final maturity date of such Retained Existing Notes. Upon each increase in (A) the Revolving Credit Commitments pursuant to this Section 2.14, (x) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that:, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities A loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any A Loans”) or term B loans made pursuant to an (the “Incremental Term FacilitiesB Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) and/or or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (i) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default has occurred and is continuing or shall result therefrom, (ii) add one after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or more new tranches of Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith, the Borrower is in compliance (each new trancheon a Pro Forma Basis) with the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio Financial Covenants as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility had occurred on the first day of such Test Period) and (iii) the sum of (A) the aggregate principal amount of the Revolving Credit Commitment, a “New Incremental Revolving Facility”(B) and/or increase the aggregate amount of the Mission Revolving Credit Commitments Commitment, (C) all Incremental Facilities consisting of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving FacilityCommitments and Incremental Term A Loans, “and (D) Mission Incremental Facilities consisting of Mission Incremental Revolving Facilities” and, together with any Commitments and Mission Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving A Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount shall not to exceed the Incremental Cap; provided that:$350,000,000.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower or any Guarantor may, at by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of any time after the Closing Date, on one Class of Initial Term Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the any such Initial Term Loans or additional tranche of any existing Class by requesting new commitments to provide such Term Loans (each increaseterm loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments (iia “Revolving Credit Commitment Increase”) add and/or establishment of one or more new tranches of Incremental Revolving Commitments revolving credit commitments (each new tranche, a an “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Additional Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed (i) prior to the Conversion Date, $1,375,000,000 and (ii) after the Conversion Date, the greater of $1,375,000,000 and 50% of LTM EBITDA (such amount in clauses (i) and (ii) the “Unrestricted Incremental Amount”) plus (iii) the amount of any voluntary prepayments, redemptions, repurchases or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Secured Obligations, (y) secured on a junior lien basis with the Secured Obligations or (z) unsecured, and so long as it was, in the case of clause (y) or (z), originally incurred under the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) and voluntary permanent reductions of revolving commitments secured on a pari passu basis with respect to security with the Secured Obligations, which reductions are effected after the Closing Date (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of revolving commitments in connection with a substantially concurrent issuance of new revolving commitments thereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) (this clause (iii), the “Voluntary Prepayment Amount”) plus (iv) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving pro forma effect thereto and after giving effect to any Permitted Investment consummated in connection therewith and all other appropriate pro forma adjustments (but excluding the cash proceeds of any such Incremental Facilities and without giving effect to any amount incurred simultaneously under (x) the Unrestricted Incremental Amount or the Voluntary Prepayment Amount or (y) the Revolving Credit Facility), (A) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Term Loans, the Consolidated First Lien Secured Leverage Ratio for the most recently ended Test Period does not exceed 1.35:1.00, (B) if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Term Loans, is secured by assets not constituting Collateral or is unsecured, the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed 4.50:1.00; provided that Incremental Facilities may be incurred pursuant to this clause (iv) prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iv), the “Incremental LoansIncurrence Test”) ). Each Incremental Facility shall be in an integral multiple of $1.0 million and be in an aggregate outstanding principal amount that is not to exceed less than $5.0 million in case of Incremental Term Loans or $5.0 million in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the Incremental Cap; provided that:applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) The Borrower may, at At any time after and subject to the Closing Dateterms and conditions of this Section 2.19, on the Company may request (i) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental increases in the Aggregate Revolving Credit Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Credit Commitment Increase”; together ) with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed) but without the consent of any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Lender not providing such Incremental Term FacilityLoans or Revolving Credit Commitment Increases, “as the case may be; provided that the aggregate amount of all Incremental Facilities”; Term Loans and Revolving Credit Commitment Increases made during the loans thereunderterm of this Agreement shall not exceed the Dollar Equivalent of $250,000,000. Any tranche of Incremental Term Loans (A) shall be available to the Company in Dollars and (B) shall rank pari passu in right of payment and security, “Incremental if any, with the Revolving Loans” and any Incremental Revolving Credit Loans, together with (C) shall not mature earlier than the Revolving Facility Termination Date (but may have amortization prior to such date, may be required to be mandatorily prepaid in full or in part prior to prepayment of the Revolving Credit Loans, and may permit voluntary prepayments thereof) and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Revolving Credit Loans; provided that (1) the terms and conditions applicable to the pricing, fees, amortization and mandatory prepayments regarding any tranche of Incremental Term Loans may differ from those applicable to Revolving Credit Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:.

Incremental Credit Extensions. (ai) The Borrower may, at At any time and from time to time after the Closing Date, on subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities revolving credit commitments (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with Revolving Credit Commitments” and any New Incremental Term Facilityrelated revolving credit loans thereunder, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Revolving Credit Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of under any existing Class (each such increase, a “Revolving Credit Commitment Increase”; together with any New the Incremental Revolving FacilityCredit Loans, “Incremental Revolving Credit Facilities” and”) from Additional Revolving Credit Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Credit Facility Amendment, together with any (A) no Event of Default shall result therefrom, (B) the aggregate principal amount of all Incremental Revolving Credit Facilities, Incremental Term Facility, “Incremental Facilities”; Facilities and Additional Notes incurred after the loans thereunder, “Closing Date would not exceed (x) $500,000,000 plus (y) an additional amount to the extent that the Senior Secured First-Lien Net Leverage Ratio (treating all such Incremental Revolving LoansCredit Facilities, Incremental Term Facilities and Additional Notes as Senior Secured First-Lien Indebtedness solely for purposes of calculating such Senior Secured First-Lien Net Leverage Ratio even if such Indebtedness would not otherwise constitute Senior Secured First-Lien Indebtedness) on a Pro Forma Basis after giving effect to the incurrence of any such proposed Incremental Revolving Credit Facilities and any related transactions (treating any proposed Incremental Revolving Credit Facilities and Additional Notes that are “revolving” in nature as fully drawn, but not including the proceeds of any proposed Incremental Revolving Credit Facilities, Incremental Term Facilities and Additional Notes in the amount of cash to be netted in calculating such ratio) would be less than or equal to 4.0:1.0 as of the end of the most recently ended Test Period, (C) the Borrower shall be in compliance on a Pro Forma Basis (treating any proposed Incremental Revolving Credit Facility as fully drawn, but not including the proceeds of any such deemed draw in the amount of cash to be netted in calculating such ratio) with the Financial Performance Covenant as of the end of the most recent Test Period (regardless of whether such Financial Performance Covenant is applicable at such time), (D) (i) in the case of any Incremental Revolving Credit Loans, together with the maturity date thereof shall be no earlier than the Revolving Credit Maturity Date, such Incremental Revolving Credit Loans shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Credit Maturity Date and (ii) any Revolving Credit Commitment Increase shall be on the same terms (and pursuant to the same documentation) governing the Revolving Credit Commitments pursuant to this Agreement (including upfront fees, but excluding customary arranger fees), (E) the interest rate margins and, subject to clause (D), the amortization schedule applicable to any Incremental Term Revolving Credit Loans shall be determined by the Borrower and the Lenders thereunder; provided that in the event that the Effective Yield for any Incremental Revolving Credit Loans is higher than the Effective Yield for the Revolving Credit Loans by more than 50 basis points, then the Effective Yield for the Revolving Credit Loans shall be increased to the extent necessary so that such Effective Yield is equal to the Effective Yield for such Incremental Revolving Credit Loans minus 50 basis points; provided, further, that, in determining the Effective Yield applicable to the Incremental Revolving Credit Loans incurred pursuant to such Incremental Revolving Credit Facility and the Revolving Credit Loans, “Incremental Loans”(x) OID or upfront fees (which shall be deemed to constitute like amounts of OID for purposes of this determination) payable by the Borrower to the Revolving Credit Lenders or any Additional Revolving Credit Lenders (with OID being equated to interest based on assumed four-year life to maturity) shall be included, (y) customary arrangement or commitment fees payable to the Joint Bookrunners (or their Affiliates) in connection with this Agreement or to one or more arrangers (or their Affiliates) of any Incremental Revolving Credit Loans shall be excluded and (z) if the Incremental Revolving Credit Loan includes an aggregate outstanding interest rate floor greater than the interest rate floor applicable to the Revolving Credit Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Revolving Credit Loans shall be required, to the extent an increase in the interest rate floor in the Revolving Credit Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor applicable to the Revolving Credit Loans shall be increased by such increased amount and (F) any Incremental Revolving Credit Facility Amendment entered into after the Closing Date shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Credit Lenders with the applicable Incremental Revolving Credit Facilities; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clauses (D) and (E) above), they shall be reasonably satisfactory to the Administrative Agent; provided further that no L/C Issuer or Swing Line Lender shall be required to act as “issuing bank” or “swingline lender” under any such Incremental Revolving Credit Facility without its written consent. Each Incremental Revolving Credit Facility shall be in a minimum principal amount not to exceed of $5,000,000 and integral multiples of $1,000,000 in excess thereof unless such amount represents all the remaining availability under the aggregate principal amount of Incremental Cap; provided that:Revolving Credit Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower may, at any by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time after to time, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Closing Date, on Incremental Amount from one or more occasions pursuant Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) willing to an provide such Incremental Facility AgreementTerm Loans and/or Incremental Revolving Credit Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Incremental Term Loans Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of any existing Class by requesting new $1,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (the “Increased Amount Date”), and (iii) (a) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to provide such make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Other Term Loans”) and/or (iib) add one or more new tranches of whether such Incremental Revolving Credit Commitments (each new tranche, a “New Incremental are to be Revolving Facility”) Credit Commitments or commitments to make revolving loans with pricing and/or increase the aggregate amount of amortization terms and/or maturity and/or other terms different from the Revolving Credit Commitments of any existing Class Loans (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Other Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:).

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, Date (on one or more occasions pursuant occasions), by notice to an Incremental Facility Agreementthe Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), without having to seek consent from the Lenders, request (ia) add one or more new increases of the Tranche B Term Loans or one or more additional tranches of term facilities loans (each new tranchethe “Incremental Tranche B Term Loans”), a “New Incremental Term Facility”(b) and/or increase one or more increases in the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”; ) and (c) in lieu of Incremental Tranche B Term Loans and/or Revolving Commitments Increases, issue pari passu or junior secured loans or notes (“Secured Incremental Notes”) and/or unsecured loans or notes (“Unsecured Incremental Notes” and together with any New Secured Incremental Revolving FacilityNotes, “Incremental Revolving Facilities” andEquivalent Debt”), together with any Incremental Tranche B Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” Loans and any Incremental Revolving LoansCommitment Increase, together with any Incremental Term Loans, referred to herein as a “Incremental LoansCredit Increase”) or any combination thereof in an aggregate outstanding principal amount not to exceed (x) $125,000,000 plus (y) unlimited additional amounts; provided that solely with respect to this clause (y), the Consolidated First Lien Leverage Ratio (determined on a Pro Forma Basis after giving effect to such Credit Increase and any contemplated use of the proceeds thereof, including any prepayment of Indebtedness and any potential Acquisition or Investment in connection therewith, but assuming, solely for purpose of such calculation under this Section 2.25 and not for any other purpose hereunder, at the time of incurrence thereof (1) that a borrowing of the maximum amount of Incremental Loans available thereunder after giving effect to such Incremental Commitments, (2) that all Loans under such Incremental Commitments are Consolidated First Lien Debt and (3) excluding, for purposes of clause (b) of Consolidated First Lien Leverage Ratio, the cash proceeds from the borrowing of the proposed Credit Increase) shall not exceed 4.50 to 1.00; provided, however, that at the option of the Borrower any such unfunded Credit Increase may instead be tested at the time of the initial funding thereof in lieu of testing at the time of entering into such unfunded commitment plus (z) the amount of any voluntary prepayments of Term Loans and voluntary reductions of Revolving Commitment to the extent such voluntary prepayment or voluntary reduction is not funded with long term indebtedness (including, for the avoidance of doubt, the proceeds of any Credit Increase); provided further that upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Credit Increase is made (and immediately after giving effect thereto); provided that if such Credit Increase is executed in connection with a Permitted Acquisition or other permitted Investment, at the option of the lenders providing such Credit Increase, the documentation relating thereto may modify such restrictions consistent with customary “SunGard” provisions; provided, further, that for the avoidance of doubt, the Incremental CapTranche B Term Loans, Revolving Commitment Increase and Incremental Equivalent Debt may be incurred pursuant to clause (y) prior to the utilization of any amounts under clauses (x) or (z) above even if incurred substantially contemporaneously therewith and the amounts incurred pursuant to clauses (x) or (z) shall not be included in the calculation of clause (y); provided that:further that any such Indebtedness incurred pursuant to clauses (x) and (z) above are hereinafter referred to as the “Unrestricted Incremental First Lien Indebtedness”; it being understood and agreed that (I) the Borrower shall designate any such Indebtedness as Unrestricted Incremental First Lien Indebtedness on or prior to the date of such incurrence by notice to the Administrative Agent and (II) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental First Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.25(a) 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 Unrestricted Incremental First Lien Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated)).

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions pursuant additional tranches of term loans to be made hereunder (each, an “Incremental Facility AgreementFacility”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) add one no Default or more new tranches Event of term facilities Default shall exist or would arise therefrom, (ii) each new trancheIncremental Facility shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a “New Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Term Facility”, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) and/or increase decline to issue commitments in respect of such Incremental Facility in the principal amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Term Loans of any Incremental Facility requested by the Borrower for which the existing Class by requesting new Lenders decline to issue commitments to provide such Term Loans (each increasePerson issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Increase Facility”; together with Facility as a result of any New such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Term Facility, “Incremental Term Facilities” and any Facility be less than $5,000,000. The term loans made pursuant to an under such Incremental Term Facilities, Facility (“Incremental Term Loans”) and/or (iia) add one or more new tranches shall rank pari passu in right of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase payment and of security with the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall be treated the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), (d) the yield (including, for the avoidance of doubt, any upfront fees, original issue discount and similar amounts paid to Lenders under the Incremental Facility) on the Incremental Term Loans shall not exceed the corresponding interest rate on the Term Loans by more than 25 basis points (it being understood that this condition may be satisfied by including a provision in the respective Incremental Amendment in respect of such Incremental Term Loans pursuant to which the Applicable Margin in respect of the Term Loans is increased to the extent necessary to reduce any such excess to no more than 25 basis points) and (e) the amortization schedule applicable to the Incremental Term Loans shall provide for a Weighted Average Life to Maturity of the Incremental Term Loans no shorter than the Weighted Average Life to Maturity of the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the requested Incremental Facility. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental LoansAmendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be mutually agreed by the Administrative Agent and the Borrower to effect the provisions of this Section. The Administrative Agent and the Lenders hereby agree that the pro rata borrowing and pro rata payment requirements contained elsewhere in an aggregate outstanding principal amount this Agreement shall not apply to exceed the Incremental Cap; provided that:transactions effected pursuant to the immediately preceding sentence. The provisions of this SECTION 2.02 shall supersede any provisions in SECTION 2.21 or 9.02 to the contrary.

Incremental Credit Extensions. (a) The Borrower may, at any time and from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans or increases in existing tranches of term loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”), (b) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class Facility (each such increase, a “Revolving Commitment Increase”) or (c) one or more additional tranches of Revolving Credit Commitments (each such commitment, together with the Revolving Commitment Increases, an “Incremental Revolving Credit Facility”; together with any New Incremental a Revolving FacilityCommitment Increase, an “Incremental Revolving Facilities” and, Commitment”; and together with any Incremental Term FacilityLoans and Revolving Commitment Increases, “Incremental Facilities”); and provided, that upon the loans thereunder, “Incremental Revolving Loans” and effectiveness of any Incremental Revolving LoansAmendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto), together subject to Section 2.14(e), (i) no Event of Default shall exist and (ii) the Borrower shall be in Pro Forma Compliance with any Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Term Loans, “each Revolving Commitment Increase and each Incremental Loans”) Revolving Credit Facility shall be in an aggregate outstanding principal amount that is not less than $50 million (provided, that such amount may be less than $50 million if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, the Revolving Commitment Increases and each Incremental Revolving Credit Facility (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Cap; provided that:Facilities Amount.

Incremental Credit Extensions. (a) The Borrower may, may at any time after the Closing Date, or from time to time on one or more occasions pursuant after the Effective Date, by written notice delivered to an Incremental Facility Agreement, the Administrative Agent request (i) add one or more new tranches additional Classes of term facilities loans or additional term loans of the same Class as any existing Class of term loans (each new tranche, a an “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new term loan commitments to provide be added to such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iii) one or more additional tranches of revolving commitments (the “Additional Revolving Commitments” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increase, the “Incremental Facilities”); and provided that, at the loans thereundertime that any such Incremental Term Loan, “Incremental Revolving Loans” and Commitment Increase or Additional Revolving Commitment is made or effected, no Event of Default (except, in the case of the incurrence or provision of any Incremental Revolving LoansFacility in connection with a Limited Condition Acquisition, together with any Incremental Term Loansno Event of Default pursuant to Sections 7.01(a), “Incremental Loans”(b), (h) in an or (i)) shall have occurred and be continuing. Notwithstanding anything to contrary herein, the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof if such Incremental Facilities are denominated in Dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that:that such amount may be less than $2,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Effective Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more occasions pursuant to an additional term loans, which may be of the same Class as any existing Loans or a separate Class of Loans (the “Incremental Facility Agreement, Loans”); provided that (i) add one (x) if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition or more new tranches other Investment permitted hereunder, no Event of term facilities Default under Section 10.01(a) or (e) shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or (y) if otherwise, no Event of Default shall have occurred at the time of the incurrence of such Incremental Loans and be continuing or would result therefrom, (ii) no Lender shall be obligated to provide any Incremental Loans as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in writing in its sole discretion to provide an Incremental Loan and executed and delivered to the Administrative Agent an Incremental Amendment as provided below in this Section 2.14, such Lender shall not be obligated to fund any Incremental Loans, and (iii) unless otherwise agreed by the Administrative Agent, each new tranchetranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, a “New Incremental Term Facility”) and/or increase the aggregate principal amount of the Term Incremental Loans shall not exceed the Maximum Incremental Facilities Amount. Incremental Loans shall be secured by the Security Documents, and guaranteed under the Guaranty, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Guaranty and shall be treated substantially the same as the existing Loans (in each case, including with respect to mandatory and voluntary prepayments); provided, however, that (i) the interest rate applicable to the Incremental Loans may differ from that applicable to the Effective Date Loans or any other tranche of Incremental Loans, but, if the Effective Yield applicable to a given tranche of Incremental Loans determined as of the initial funding date for such Incremental Loans exceeds the Effective Yield of any Effective Date Loans by more than 0.50% (the amount of such excess over 0.50% being the “Yield Differential”), the Applicable Margin for such Effective Date Loans shall automatically be increased by the Yield Differential effective upon the making of the applicable Incremental Loans, (ii) the final stated maturity date for a given tranche of Incremental Loans may be later than or the same as (but not sooner than) the Initial Maturity Date, (iii) the amortization requirements for a given tranche of Incremental Loans may differ, so long as the Weighted Average Life to Maturity of such Incremental Loans is no shorter than the remaining Weighted Average Life to Maturity applicable to the then outstanding Loans (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), (iv) except as otherwise required or as permitted in clauses (i) through (iii) above, the other terms of a given tranche of Incremental Loans shall be on terms and pursuant to documentation substantially identical to the terms applicable to the Effective Date Loans or shall be reasonably satisfactory to the Administrative Agent; provided that such terms may differ with respect to (x) covenants or other provisions applicable only to periods after the Latest Maturity Date as in effect immediately prior to the making of such Incremental Loans, (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under any applicable existing Class Loans, which shall not require the consent of the Administrative Agent or any Lender, and (z) the Incremental Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Loans hereunder, as specified in the applicable Incremental Amendment, and (v) the proceeds of Incremental Loans may be utilized by requesting new commitments Parent, Holdings, the Borrower or any of their respective Subsidiaries for general corporate purposes. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented to such Additional Lender’s making such Incremental Loans (to the extent such consent would be required under Section 12.04(b)) (such consent not to be unreasonably withheld or delayed). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Term Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including, in the case of Incremental Loans structured as a separate Class, the incorporation of class voting rights that prevent Lenders from agreeing to modifications that would allocate (each increaseor reallocate) payments to the Lenders in a non-pro rata manner unless such modifications are agreed to by a majority of the Lenders holding the Loans whose payment rights are being modified). The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansFacility Effective Date”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase such conditions as the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Capparties thereto shall agree; provided that:, with respect to any Incremental Loans the Net Cash Proceeds of which all or a portion thereof are to be used to fund a Permitted Acquisition or other Investment permitted hereunder notwithstanding anything to the contrary in this Agreement, if the Lenders providing such Incremental Loans so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions pursuant additional tranches of term loans to be made hereunder (each, an “Incremental Facility AgreementFacility”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) add one no Default or more new tranches Event of term facilities (each new trancheDefault shall exist or would arise therefrom, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of each Incremental Revolving Commitments Facility shall be in an aggregate principal amount that is not less than $10,000,000 (each new trancheprovided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), a “New Incremental Revolving Facility”and (iii) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increaseIncremental Facility, a “Revolving Commitment Increase”; when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any New such Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the loans thereunder, “Borrower shall determine the effective date of such Incremental Revolving Loans” Facility and any such Incremental Revolving LoansFacility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, together the Administrative Agent, in consultation with any Incremental Term Loansthe Borrower, “Incremental Loans”will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate outstanding principal amount not equal to exceed the amount of the Incremental Cap; provided that:Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under such

Incremental Credit Extensions. (a) The Borrower Representative may, at any time after the Closing Datetime, on one or more occasions pursuant deliver a written request to an Incremental Facility Agreement, Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new term loans commitments to provide be added to such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental increase the Total Revolving Commitments Credit Commitment (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a an “Incremental Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loansand, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed (x) $30,000,000 less the aggregate principal amount of all Incremental Equivalent Debt, plus (y) an unlimited amount so long as, in the case of this clause (y), after giving effect to such Incremental Facility, the Secured Leverage Ratio and the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 (but excluding the Cash proceeds to the Borrowers of such Incremental Loans or any Incremental Equivalent Debt) would not exceed 3.75 to 1.00 and 4.90 to 1.00, respectively (it being understood that for purposes of clause (y) of this Section 2.21(a), (A) any Incremental Loans and any Incremental Equivalent Debt (including any Replacement Term Loans, any loans under any Replacement Revolving Facility or any other Refinancing Indebtedness in respect thereof) shall be deemed to be Consolidated Secured Debt, whether or not satisfying the requirements thereof and (B) any Incremental Revolving Commitment Increase shall be deemed to be fully drawn) (the amounts described in clauses (x) and (y) above, the “Incremental Cap”), specifying the amount requested and the Borrower or Borrowers for such Incremental Facility; provided that:

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities A loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any A Loans”) or term B loans made pursuant to an (the “Incremental Term FacilitiesB Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) and/or or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (i) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default has occurred and is continuing or shall result therefrom, (ii) add one after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or more new tranches of Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith, the Nexstar Borrower is in compliance (each new trancheon a Pro Forma Basis) with the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio Financial Covenants as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility had occurred on the first day of such Test Period) and (iii) the sum of (A) the aggregate principal amount of the Revolving Credit Commitment, a “New Incremental Revolving Facility”(B) and/or increase the aggregate amount of the Nexstar Revolving Credit Commitments Commitment, (C) all Incremental Facilities consisting of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving FacilityCommitments and Incremental Term A Loans, “and (D) Nexstar Incremental Facilities consisting of Nexstar Incremental Revolving Facilities” and, together with any Commitments and Nexstar Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving A Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount shall not to exceed the Incremental Cap; provided that:$150,000,000.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more occasions pursuant to an tranches of term loans (the “Incremental Facility AgreementTerm Loans”), (iii) add one or more increases in the amount of the Total Revolving Commitment (a “Revolving Commitment Increase”), and/or (iii) one or more new tranches of term facilities revolving commitments (each new tranche“Incremental Revolving Commitments”, a “New and together with the Incremental Term FacilityLoans and the Revolving Commitment Increases, the “Incremental Facilities”) and/or increase be made available under this Agreement, provided that both at the principal amount time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist. Each tranche of Incremental Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (each new trancheprovided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Incremental Term Loans, Incremental Revolving Commitments and Revolving Commitment Increases shall not exceed $250,000,000 outstanding at any time. Each Incremental Facility shall (a) rank pari passu in right of payment and of security, if any, with the Revolving Credit Loans and the other Incremental Facilities; (b) be subject to pricing and maturity agreed to by the Borrower and the Lenders providing such Incremental Facility; and (c) not be subject to any scheduled or mandatory principal amortization prior to the Maturity Date (other than customary limited amortization for institutional term loans); provided that except for pricing and maturity (as limited by the preceding paragraph (c)), the terms and conditions applicable to the Incremental Facilities will be as set forth in this Agreement unless otherwise approved by the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.28 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. In the case of an Incremental Term Loan Facility, the Lenders providing such Incremental Term Loans, with the consent of the Administrative Agent, may agree to allow the Borrower and its Subsidiaries and controlled Affiliates to become Eligible Assignees with respect to such Incremental Term Loans under circumstances, terms and conditions to be agreed at the time of incurrence but in all cases subject to Section 10.3(l). Incremental Term Loans may be made and Revolving Commitment Increases may be provided by any existing Lender (but no Lender will have an obligation to provide any portion of any Incremental Facility) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Incremental Lender”), provided that in the event the Lenders are providing a Revolving Commitment Increase or Incremental Revolving Commitments, the Administrative Agent, Issuing Lender and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Incremental Lender’s providing such Incremental Facility to the extent any such consent would be required under Section 10.3 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Lender. Commitments in respect of Incremental Facilities shall become commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Borrower, each Lender agreeing to provide such commitment, each Incremental Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Borrower and the Administrative Agent, effect such amendments to this Agreement and the other Fundamental Documents (including the amendment and restatement thereof and to provide Incremental Lenders with appropriate voting and loan assignment rights and other provisions reflecting the terms of the applicable Incremental Facility) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.28. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any portion of any Incremental Facility unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.28 (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of any existing Class the Revolving Commitment Increase (each increaseeach, a “Revolving Commitment IncreaseIncrease Lender”; together ), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; Section 10.4. The Administrative Agent and the loans thereunderLenders hereby agree that the minimum borrowing, “pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Each Incremental Revolving Loans” and any Lender shall become party to this agreement upon acceptance by the Administrative Agent of an Incremental Revolving Loans, together with any Lender Supplement signed by such Incremental Term Loans, “Incremental Loans”) Lender substantially in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:form of Exhibit G-2.

Incremental Credit Extensions. (a1) The Borrower mayBorrowers may from time to time after the Effective Date request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $500,000,000, (B) the aggregate amount of Revolving Credit Commitments shall not exceed $2,000,000,000 at any time and (C) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by forwarding its commitment therefor to the Administrative Agent in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Closing DateParent Borrower, on one allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or more occasions pursuant Approved Fund, the Revolving Credit Commitment Increase commitments to an Incremental Facility Agreementbe made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, (i) add one or more new tranches it may, after consultation with the Parent Borrower, allocate to Eligible Assignees any excess of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal proposed amount of such Revolving Credit Commitment Increase agreed with the Term Loans Parent Borrower over the aggregate amounts of any the commitments received from existing Class Lenders or their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by requesting new commitments to provide such Term Loans the Parent Borrower and the Administrative Agent (each increaseeach, an “Incremental Increase FacilityCredit Extension Date”; together with ), which shall be in any case on or after the date of satisfaction of the conditions precedent set forth in Section 4.4. The Administrative Agent shall notify the Lenders and the Parent Borrower, on or before 1:00 p.m., New Incremental Term FacilityYork City time, “Incremental Term Facilities” and any loans made pursuant to on the Business Day following an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount Credit Extension Date of the effectiveness of a Revolving Credit Commitments Commitment Increase and shall record in the Register all applicable additional information in respect of any existing Class (each increase, a “such Revolving Credit Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”), (b) and/or (ii) add one or more new tranches increases in the amount of Incremental the Dollar Revolving Credit Commitments (each new tranchesuch increase, a “New Incremental Dollar Revolving FacilityCommitment Increase”) and/or increase or (c) one or more increases in the aggregate amount of the Alternative Currency Revolving Credit Commitments of any existing Class (each such increase, an “Alternative Currency Revolving Commitment Increase” and, together with any Dollar Revolving Commitment Increase, a “Revolving Commitment Increase”); together with provided that (i) upon the effectiveness of any New Incremental Amendment referred to below, no Default or Event of Default shall exist and (ii) at the time when any such Incremental Term Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Term Loans and each Revolving FacilityCommitment Increase shall be in an aggregate principal amount that is not less than a Dollar Amount of $25,000,000 (provided that such amount may be less than a Dollar Amount of $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the amount of additional Incremental Term Loans and Revolving Commitment Increases such that the Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness is less than or equal to 4.50 to 1.00 (calculated on a Pro Forma Basis) (the “Incremental Availability”). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving FacilitiesCredit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Term Lender will have an obligation to make a portion of any Incremental Term Loan and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to Section 2.14, (x) each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each a “Dollar Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Dollar Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Dollar Revolving Credit Loans outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with any Incremental Term Facilityeach Dollar Revolving Commitment Increase Lender, the “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental LoansCommitment Increase Lenders”) in an respect of such increase, and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding principal amount participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the Incremental Cap; provided that:transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The U.S. Borrower may, may at any time or from time to time after the Closing Syndication Date, on by notice to the Administrative Agent, request in an aggregate amount not to exceed the Available Incremental Amount (such amount not to include loans which constitute Permitted Refinancing Indebtedness of the Loans hereunder) (x) one or more occasions pursuant additional tranches or additions to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the A Term Loans of any existing Class by requesting new commitments to provide such or B Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or or (iiy) add one or more new additional tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase or increases in the aggregate amount of the Revolving Credit Loan Commitments on similar terms to the terms of the Revolving Loan Commitments and any existing Class other Extended Revolving Commitments (unless otherwise consented to by the Administrative Agent (except for (x) the tenor of such additional tranches or increases (which shall have a scheduled expiration date no earlier than the 2017 Revolving Loan Maturity Date) and (y) the applicable interest rates, interest margins, rate floors, premiums, funding discounts and fees payable (other the Commitment Commission and any similar fee) with respect to such additional tranches or increases (in each increase, a case which shall be as specified in the applicable Incremental Amendment) (the “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, collectively, the “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap); provided that:that notwithstanding anything to the contrary contained in this Section 2.14(a), the Borrower shall always have the right to add additional tranches or increase the Revolving Loan Commitments so that after giving effect thereto the Total Revolving Loan Commitment is $375,000,000 (subject to (x) satisfaction of the requirements of the immediately succeeding proviso (y) treating any Permitted Refinancing Indebtedness of Revolving Loan Commitments as Revolving Loan Commitments for purposes hereof); and provided further that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, all of the representations and warranties of each Credit Party set forth in Section 8 and in each other Credit Document shall be true and correct in all material respects as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), (iii) all Incremental Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Guaranty, on a pari passu basis with all other Obligations of the U.S. Borrower under this Agreement secured by the Security Documents and guaranteed under the Guaranty, (iv) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 10.08 (whether or not then in effect) determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 10.08 has passed, the covenant in Section 10.08 for the first Test Period cited in such Sections shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or Loans pursuant to the Revolving Loan Commitment Increase, as applicable, had been outstanding on the last day of such fiscal quarter of the U.S. Borrower for testing compliance therewith and (v) at no time shall there be more than five separate tranches of Revolving Loan Commitments.

Incremental Credit Extensions. (a) The Borrower may, at any From time to time on or after the Closing Date, on one or more occasions pursuant subject to an Incremental Facility Agreementthe terms and conditions set forth herein, the Borrower may, upon ten (i10) Business Days’ prior written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or or one or more increases in the Revolving Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”), provided that at the time of the effectiveness of each Incremental Facility Amendment (i) no Default or Event of Default has occurred and is continuing or shall result therefrom, (ii) add one or more new tranches the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants set forth in ARTICLE VI as of the last day of the most recently ended Fiscal Quarter after giving effect to such Incremental Revolving Commitments (each new tranche, a “New assuming for such purpose that such Incremental Revolving Facility”Commitments are fully drawn at such time) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any or Incremental Term Loans, “as applicable, (iii) each of the conditions set forth in Section 3.2 shall have been satisfied and (iv) the Administrative Agent shall have received from the Borrower such legal opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. Notwithstanding anything to contrary herein, but subject to clause (e) immediately below, the aggregate principal amount of all Incremental Loans”) Facilities shall not exceed the sum of $380,000,000. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate outstanding principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $10,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above or if the Administrative Agent agrees in writing to exceed a lesser minimum amount. Each Incremental Facility shall rank pari passu in right of payment, and shall have the Incremental Cap; provided that:same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (a) The Borrower Agent may, at any time after time, deliver a written request to Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase the aggregate ABL Revolving Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested (each such increase, a “Commitment Increase”); provided that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more occasions pursuant arrangers (or their affiliates) in their capacities as such applicable to an Incremental Facility Agreement, such Commitment Increase shall be excluded and (iz) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase if such Commitment Increase includes any interest rate floor greater than that applicable to the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental ABL Revolving Facility, “Incremental and such floor is applicable to the ABL Revolving Facilities” andFacility on the date of determination, together with any Incremental Term Facility, “Incremental Facilities”; and such excess amount shall be equated to interest margin for determining the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:increase.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request (1) to increase the amount of Initial Term Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of “term facilities A” loans (each new trancheany such Initial Term Loans, a or additional tranche of “New Incremental Term Facility”) and/or increase term A” loans, the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term FacilitiesA Loans”), (2) to add one or more tranches of “term B” loans (any such tranche of “term B” loans, the “Incremental Term B Loans” and any loans made pursuant to an together with the Incremental Term FacilitiesA Loans, collectively, the “Incremental Term Loans”) ), and/or (ii3) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of increases in the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Credit Commitment Increase”; together with any New Incremental ) and/or the establishment of one or more new Classes of Revolving Facility, Credit Commitments (“Incremental Additional Revolving FacilitiesCredit Commitments” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with the aggregate principal amount of all Incremental Equivalent Debt, shall not exceed an amount equal to (i) the Unrestricted Incremental Amount, plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans, any Incremental Term LoansLoans or Incremental Equivalent Debt and voluntary permanent reductions after the Closing Date of the Revolving Credit Commitments or any Incremental Equivalent Debt constituting a revolving credit commitment (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in cash in respect thereof) that in each case are (x) secured on a pari passu basis with the Obligations or (y) to the extent incurred under the Unrestricted Incremental Amount, unsecured, but excluding prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under any Revolving Credit Facility or other revolving Indebtedness) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) an additional amount so long as, after giving Pro Forma Effect to the incurrence of such amount and after giving effect to any Permitted Acquisition or permitted Investment consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities or Incremental Equivalent Debt, as the case may be), the Secured Net Leverage Ratio for the most recently ended Test Period does not exceed 2.00 to 1.00, assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Incremental Equivalent Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iii), the “Incremental LoansIncurrence Test”) ), it being understood and agreed that Incremental Facilities and Incremental Equivalent Debt may be incurred under the Incremental Incurrence Test prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount, and if there is availability under the Incremental Incurrence Test, the Unrestricted Incremental Amount and the Voluntary Prepayment Amount, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use the Incremental Incurrence Test prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate outstanding principal amount that is not to exceed less than $5,000,000 in case of Incremental Term Loans or $1,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental CapFacility may not be (A) guaranteed by any Person that does not guarantee the other Obligations hereunder, and (B) secured by any assets not constituting Collateral; provided that:that in the case of any Incremental Facility that is funded into Escrow pursuant to customary escrow arrangements, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds.

Incremental Credit Extensions. (a) The Borrower Representative may, at any time after the Closing Datetime, on one or more occasions pursuant deliver a written request to an Incremental Facility Agreement, Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of any Class of the Term Loans of any existing Class by requesting new term loansloan commitments to provide be added to such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental increase the Total Revolving Commitments Credit Commitment (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a an “Incremental Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loansand, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed (x) $30,000,000from and after the Third Amendment Effective Date, $75,000,000 less the aggregate principal amount of all Incremental Equivalent Debt, plus (y) an unlimited amount so long as, in the case of this clause (y), after giving effect to such Incremental Facility, the Secured Leverage Ratio and the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 (but excluding the Cash proceeds to the Borrowers of such Incremental Loans or any Incremental Equivalent Debt) would not exceed 3.753.50 to 1.00 and 4.90 to 1.00, respectively (it being understood that for purposes of clause (y) of this Section 2.21(a), (A) any Incremental Loans and any Incremental Equivalent Debt (including any Replacement Term Loans, any loans under any Replacement Revolving Facility or any other Refinancing Indebtedness in respect thereof) shall be deemed to be Consolidated Secured Debt, whether or not satisfying the requirements thereof and (B) any Incremental Revolving Commitment Increase shall be deemed to be fully drawn) (the amounts described in clauses (x) and (y) above, the “Incremental Cap”), specifying the amount requested and the Borrower or Borrowers for such Incremental Facility; provided that:

Incremental Credit Extensions. (a) The Borrower may, Finance may at any time after the Closing Date, or from time to time on one or more occasions pursuant after the Effective Date, by written notice delivered to an Incremental Facility Agreement, the Administrative Agent request (i) add one or more new tranches additional Classes of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount (ii) one or more additional term loans of the Term Loans same Class of any existing Class by requesting new commitments to provide such Term Loans of term loans (each a “Incremental Term Increase”), and the Co-Borrowers may at any time or from time to time on one or more occasions after the Effective Date, by written notice delivered to the Administrative Agent request (i) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansRevolving Commitment Increase”) and/or (ii) add one or more new tranches additional Classes of Incremental Revolving Commitments (each new tranche, a the “New Incremental Additional/Replacement Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that after giving effect to any Incremental Facility Amendment referred to below and at the loans thereundertime that any such Incremental Facility is made or effected, (x) no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) the representations and warranties set forth in the Loan Documents (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, customary specified representations and warranties and customary specified acquisition agreement representations and warranties) shall be true and correct in all material respects on and as of such date (provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respect as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respect as of such date). Notwithstanding anything to the contrary herein, the aggregate principal 131 amount of the Incremental Revolving Loans” and Facilities that can be incurred at any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Co-Borrowers and the Administrative Agent otherwise agree); provided that:that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Any Borrower may, at any by written notice to the Administrative Agent from time to time after the Closing Date, on one or more occasions pursuant to an Incremental Facility Agreement, request (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the commitments to provide Term Loans of the same Tranche as any existing Class by requesting new outstanding Term Loans (a “Term Loan Increase”), (ii) commitments to provide such term Loans of a new Tranche denominated in an Agreed Currency (“Other Term Loans (each increase, an “Incremental Increase Facility”; together Loan Commitments” and collectively with any New Incremental Term FacilityLoan Increase, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesLoan Commitments”), “Incremental Term Loans”(iii) and/or (ii) add one or more new tranches increases in the amount of Incremental Initial Revolving Commitments or then outstanding Other Revolving Loan Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together ) or (iv) commitments to provide revolving Loans of a new Tranche available in one or more Agreed Currencies (“Other Revolving Loan Commitments” and collectively with any New Incremental Revolving FacilityCommitment Increase, “Incremental Revolving Facilities” andCommitments”), together in each case from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender or any other bank or other financial institution (any such other bank or other financial institution, an “Additional Lender”), but shall be required to be Persons which would qualify as assignees of a Lender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. For the avoidance of doubt, with respect to any Incremental Loans incurred by a Borrower that is organized in Ireland, each Incremental Lender shall comply with the requirements of Section 2.17, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Incremental Lender shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Incremental Lender becomes a party with respect to the Incremental Loans). Each notice provided pursuant to this Section 2.20 shall set forth (i) the type and amount of the Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Loan Commitments and/or Incremental Revolving Loans” Commitments being requested (which shall be in minimum increments of $1,000,000 and any a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving LoansCommitments are requested to become effective, together with any Incremental Term Loans, “Incremental Loans”(iii) in an aggregate outstanding principal amount not to exceed the case of Other Term Loan Commitments or Other Revolving Loan Commitments, the Agreed Currency or Agreed Currencies and (iv) whether such Incremental Cap; provided that:Commitments constitute a Term Loan Increase, Other Term Loan Commitments, a Revolving Commitment Increase or Other Revolving Loan Commitments. 115

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add or one or more new tranches of increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments (Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”), provided that at the time of each new tranchesuch request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, a “New Incremental Revolving Facility”) and/or increase the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments), together with the aggregate principal amount of all Permitted First Lien Secured Debt, shall not exceed the sum of (x) $150,000,000 plus (y) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any existing Class reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (each increasey)); provided that the Borrower may incur unlimited additional Incremental Facilities and Permitted First Lien Secured Debt so long as, a “Revolving Commitment Increase”; together with after giving Pro Forma Effect thereto (assuming that any New such Incremental Revolving FacilityCommitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments, “the First Lien Senior Secured Leverage Ratio shall not exceed 3.50:1.00. Each Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; Facility shall be in an integral multiple of $1,000,000 and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) be in an aggregate outstanding principal amount that is not to exceed less than $5,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Cap; provided that:Facility shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Representative may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities A loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any A Loans”) or term B loans made pursuant to an (the “Incremental Term FacilitiesB Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”) and/or (ii) add ), one or more new increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches of (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (each new tranche, a the “New Incremental Revolving Increases”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Increases are drawn in full and excluding the cash proceeds of such Incremental Facility”) and/or increase and after giving effect to any Specified Transaction consummated in connection therewith, New Holdings is in compliance (on a Pro Forma Basis) the Financial Covenant as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility had occurred on the first day of such Test Period); provided that the aggregate amount of the Incremental Term Loans, Incremental Term Loan Increases and the Incremental Revolving Credit Commitments shall not exceed the sum of any existing Class (each increaseA) (x) $400,000,000, plus (B) additional amounts so long as, at the time of issuance or incurrence thereof, the Consolidated First Lien Net Leverage Ratio, determined on a “Revolving Commitment Increase”; together with any New Incremental Revolving FacilityPro Forma Basis as of the last day of the most recently ended period of eight consecutive fiscal quarters for which financial statements are internally available, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with as if any Incremental Term Loans, “Incremental Term Loan Increases or Incremental Revolving Increases, as applicable, available under such Incremental Facilities had been outstanding on the last day of such period, and, in each case (x) with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and (y) excluding the cash proceeds of any such Incremental Loans”) in an aggregate outstanding principal amount , does not to exceed 4.00:1.00 (or, on the Incremental Cap; provided that:Acquisition Effective Date, 5.25:1.00);

Incremental Credit Extensions. (a) The At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing Date, on Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders) request (i) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a an “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new term loan commitments to provide be added to such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, and together with any Incremental Term Facility, the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Commitments of any tranche (each such increase, an “Incremental Revolving Commitment Increase”, together with the Incremental Term Loans the “Incremental Facilities”); provided that, (i) conditions to entering into or the making of Incremental Term Loan or Incremental Revolving Commitment Increase, including as to the timing of any such condition (as between being made upon execution of an Incremental Facility Amendment (as defined below) or upon the making of any loans thereunder) shall be as agreed to between the Borrower and the loans thereunder, “relevant Additional Lenders (including the scope of any representations and warranties to be made) and (ii) after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan or Incremental Revolving Loans” Commitment Increase is made or effected, no Default or Event of Default shall have occurred and be continuing (provided that, solely with respect to any Incremental Revolving LoansFacilities incurred in connection with a Limited Condition Acquisition, together with any Incremental Term Loansno Default or Event of Default shall exist at the time of execution of the definitive documentation for such Limited Condition Acquisition). Notwithstanding anything to contrary herein, “Incremental Loans”) in an the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $100,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that:that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower may, may at any time after the Closing Date, or from time to time on one or more occasions pursuant after the Effective Date, by written notice delivered to an Incremental Facility Agreement, the Administrative Agent request (i) add one or more new tranches additional Classes of term facilities loans or additional term loans of the same Class as any existing Class of term loans (each new tranche, a an “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new term loan commitments to provide be added to such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iii) one or more additional tranches of revolving commitments (the “Additional Revolving Commitments” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increase, the “Incremental Facilities”); and provided that, at the loans thereundertime that any such Incremental Term Loan, “Incremental Revolving Loans” and Commitment Increase or Additional Revolving Commitment is made or effected, no Event of Default (except, in the case of the incurrence or provision of any Incremental Revolving LoansFacility in connection with a Limited Condition Acquisition, together with any Incremental Term Loansno Event of Default pursuant to Sections 7.01(a), “Incremental Loans”(b), (h) in an or (i)) shall have occurred and be continuing. Notwithstanding anything to contrary herein, the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that:that such amount may be less than $2,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower may, Borrowers may at any time or from time to time after the Closing Date, on by notice by the Parent Borrower to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase increases in the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”); together with provided that upon the effectiveness of any New Incremental Amendment referred to below, no Default or Event of Default shall exist and each Revolving FacilityCommitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases shall not exceed $100,000,000 (the “Incremental Availability”). Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Facilities” Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, together with as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Term FacilityAmendment shall be subject to the satisfaction on the date thereof (each, an “Incremental FacilitiesFacility Closing Date”; ) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the loans thereunderparties thereto shall agree. The Borrowers shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental LoansCommitment Increase Lender”) in an respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding principal amount (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the Incremental Cap; provided that:transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans of any time after the Closing Date, on one Class or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term B Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of increases in the Revolving Credit Commitments of under any existing Class Revolving Credit Facility (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed $35,000,000 for all such increases) (each, a “Revolving Credit Commitment Increase” and collectively, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Incremental Equivalent Debt, shall not exceed the Incremental Cap; . Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as (and shall not be guaranteed by any Person that is not otherwise a Guarantor), and to the extent secured, shall be secured by only the same Collateral securing, all of the other Loan Obligations under this Agreement (provided that:, in the case of any Incremental Facility that is funded into Escrow, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow).

Incremental Credit Extensions. (a) The Borrower Representative may, at any time after the Closing Datetime, on one or more occasions pursuant deliver a written request to an Incremental Facility Agreement, Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new term loans commitments to provide be added to such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental increase the Total Revolving Commitments Credit Commitment (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a an “Incremental Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, 84 together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loansand, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed (x) $30,000,000 less the aggregate principal amount of all Incremental Equivalent Debt, plus (y) an unlimited amount so long as, in the case of this clause (y), after giving effect to such Incremental Facility, the Secured Leverage Ratio and the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 (but excluding the Cash proceeds to the Borrowers of such Incremental Loans or any Incremental Equivalent Debt) would not exceed 3.75 to 1.00 and 4.90 to 1.00, respectively (it being understood that for purposes of clause (y) of this Section 2.21(a), (A) any Incremental Loans and any Incremental Equivalent Debt (including any Replacement Term Loans, any loans under any Replacement Revolving Facility or any other Refinancing Indebtedness in respect thereof) shall be deemed to be Consolidated Secured Debt, whether or not satisfying the requirements thereof and (B) any Incremental Revolving Commitment Increase shall be deemed to be fully drawn) (the amounts described in clauses (x) and (y) above, the “Incremental Cap”), specifying the amount requested and the Borrower or Borrowers for such Incremental Facility; provided that:

Incremental Credit Extensions. (a) The Borrower At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add or one or more new tranches of increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments (Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”), provided that at the time of each new tranchesuch request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, a “New Incremental Revolving Facility”) and/or increase the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments), together with the aggregate principal amount of all Permitted First Lien Secured Debt, shall not exceed the sum of (x) $350,000,000 plus (y) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any existing Class reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (each increasey)); provided that the Borrowers may incur unlimited additional Incremental Facilities and Permitted First Lien Secured Debt so long as, a “Revolving Commitment Increase”; together with after giving Pro Forma Effect thereto (assuming that any New such Incremental Revolving FacilityCommitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments, “the First Lien Senior Secured Leverage Ratio shall not exceed 3.25:1.00. Each Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; Facility shall be in an integral multiple of $1,000,000 and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) be in an aggregate outstanding principal amount that is not to exceed less than $15,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Cap; provided that:Facility shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a the “New Incremental Term FacilityLoans”) and/or increase the principal amount ), which may be of the Term Loans of same Facility and Class as any existing Class by requesting new commitments to provide such of Term Loans (each increasea “Term Loan Increase”), an “Incremental Increase Facility”; together a separate class of Term Loans (collectively with any Term Loan Increase, the “New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansCommitments”) and/or or a new revolving facility to be provided hereunder (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitments” and, together with any Incremental New Term FacilityCommitments, the “Incremental FacilitiesNew Commitments”); provided that (i) both immediately before and immediately after the loans thereunder, “Incremental Revolving Loans” and effectiveness of any Incremental Amendment referred to below (or, in the case of a Permitted Acquisition or permitted Investment, on the date of the execution of (x) the definitive agreement in connection therewith and (y) any Commitment in respect of New Term Loans or New Revolving LoansCommitments), together with no Event of Default (or, in the case of a Permitted Acquisition, a permitted Investment or the First Amendment Transactions, no Specified Default) shall exist and (ii) both immediately before and immediately after the effectiveness of any Incremental Amendment referred to below either (A) the condition precedent in Section 4.02(a) shall be satisfied (for this purpose without regard to the exclusion of the applicability of this condition to Borrowings pursuant to Incremental Amendments by operation of the lead-in paragraph of Section 4.02) or (B) with respect to any incurrence of Loans pursuant to an Incremental Amendment the purpose of which is to finance a Permitted Acquisition or permitted Investment or, if the Lenders party to such Incremental Amendment consent, the Specified Representations shall be true and correct in all material respects. Each tranche of New Term Loans, “Incremental Loans”) Loans or New Revolving Commitments shall be in an aggregate outstanding principal amount that is not less than C$15,000,000 or US$15,000,000, as applicable (provided that such amount may be less than C$15,000,000 or US$15,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the New Term Loans or New Revolving Commitments, when added to the aggregate principal amount of any Incremental Equivalent Debt incurred or issued substantially simultaneously with the incurrence of such New Term Loans or New Revolving Commitments, shall not exceed the Available Incremental Cap; provided that:Amount at the time of incurrence or issuance thereof.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) and/or or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities incurred after the Closing Date (other than Refinancing Term Loans and Refinancing Revolving Commitments), shall not exceed the sum of (i) $80,000,000 plus (ii) add one or more new tranches the amount of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase any voluntary prepayments of the aggregate amount Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any existing Class reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (each increaseii)) plus (iii) unlimited additional Incremental Facilities so long as, a “Revolving Commitment Increase”; together with after giving Pro Forma Effect thereto (assuming that any New such Incremental Revolving Facilities or Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 4:25:1.00 (clauses (i), (ii) and (iii), collectively, the “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental FacilitiesFacilities Cap”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:).

Incremental Credit Extensions. (a) The Borrower may, may at any time after the Closing Date, or from time to time on one or more occasions pursuant after the Effective Date, by written notice delivered to an Incremental Facility Agreement, the Term Administrative Agent request (i) add one or more new tranches additional Classes of term facilities loans (each new trancheeach, a an “New Incremental Term Facility”), (ii) and/or increase the principal amount one or more additional term loans of the Term Loans same Class of any existing Class by requesting new commitments to provide such Term Loans of term loans (each increaseeach, an “Incremental Increase FacilityTerm Increase”; together with any New Incremental Term Facility), “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”(iii) and/or (ii) add one or more new tranches of Incremental Revolving Commitments cash-flow revolving credit facilities (each new tranchethe first of such tranches, a the “New Initial Incremental Revolving Facility” and, together with each such tranche thereafter, the “Incremental Revolving Facilities”) and/or increase or (iv) one or more increases in the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New of Incremental Revolving FacilityLoans (each, an “Incremental Revolving Facilities” andIncrease”, and together with any Incremental Term Facility, Incremental Term Increase and Incremental Revolving Facilities, the “Incremental Facilities”); provided that, after giving effect to any Incremental Facility Amendment referred to below and at the loans thereunder, “time that any such Incremental Term Loan or Incremental Revolving Loans” and Loan is made or effected, no Event of Default (except, in the case of the incurrence or provision of any Incremental Revolving LoansFacility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement) shall have occurred and be continuing. Notwithstanding anything to contrary herein, together with any Incremental Term Loans, “Incremental Loans”) in an the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Term Administrative Agent otherwise agree); provided that:that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower may, at any time after the Closing Datetime, on one or more occasions pursuant deliver a written request to an Incremental Facility Agreement, Administrative Agent to (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) hereunder and/or increase the principal amount of the Term Loans of or any existing Class Additional Term Loans by requesting new term loans commitments to provide be added to such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental revolving credit facilities and/or increase the Total Revolving Credit Commitment or any Additional Revolving Commitments (each such new tranchefacility or increase, a an “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loansand, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed (x) the greater of (1) $100,000,000 and (2) 85% of Consolidated Adjusted EBITDA of the Borrower, calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements are available (the “Fixed Dollar Incremental Amount”), less (i) the aggregate principal amount of all Incremental Equivalent Debt incurred and/or issued in reliance on the Fixed Dollar Incremental Amount and (ii) the aggregate principal amount of “Incremental Loans” and “Incremental Equivalent Debt” (each as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility), in each case, incurred and/or issued in reliance on the Fixed Dollar Incremental Amount (as defined in the Second Lien Credit Agreement (or equivalent provision under any other documentation governing any Second Lien Facility)), plus (y) the amount of any voluntary prepayments of the Term Loans, Incremental Equivalent Debt and any other Indebtedness secured by Liens on a pari passu basis with or senior to the Liens on the Collateral securing the Term Loans, voluntary prepayments or repayments of the Second Lien Facility (including any Second Lien Incremental Term Facility), Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement) and any other Indebtedness secured by Liens on a pari passu basis with or senior to the Liens on the Collateral securing the Second Lien Term Loans, voluntary permanent reductions of the Revolving Credit Commitments or Incremental Revolving Facilities, the amount paid in Cash in respect of any reduction in the outstanding amount of any Term Loan (other than any Incremental Term Loan incurred in reliance on clause (z) below) resulting from any assignment of such Term Loan to (and/or purchase of such Term Loan by) the Borrower and/or any of their respective Restricted Subsidiaries, and/or application of any “yank-a-bank” provisions, in each case effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of long-term Indebtedness (other than Revolving Loans) or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments shall not increase the calculation of the amount under this clause (y)) plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Facility, (1) in the case of Incremental Facilities secured by a Lien on the Collateral that is on a pari passu basis with the Liens securing the Secured Obligations, the First Lien Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Facilities or Incremental Equivalent Debt incurred substantially concurrently therewith in reliance on the Fixed Dollar Incremental Amount) as of the last day of the most recently ended Test Period for which financial statements are available would not exceed 4.75:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the greater of 4.75:1.00 (calculated on a Pro Forma Basis) and the First Lien Leverage Ratio immediately prior to such transaction), (2) in the case of Incremental Facilities secured by a Lien on the Collateral this is on a junior basis with the Liens securing the Secured Obligations, the Senior Secured Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Facilities or Incremental Equivalent Debt incurred substantially concurrently therewith in reliance on the Fixed Dollar Incremental Amount) as of the last day of the most recently ended Test Period for which financial statements are available, would not exceed 5.75:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the greater of 5.75:1.00 (calculated on a Pro Forma Basis) and the Senior Secured Leverage Ratio immediately prior to such transaction) and (3) in the case of any unsecured Incremental Facilities, either (I) the Total Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Facilities or Incremental Equivalent Debt incurred substantially concurrently therewith in reliance on the Fixed Dollar Incremental Amount) as of the last day of the most recently ended Test Period for which financial statements are available, would not exceed 6.00:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the greater of 6.00:1.00 (calculated on a Pro Forma Basis) and the Total Leverage Ratio immediately prior to such transaction) or (II) the Interest Coverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements are available, would be at least 2.00:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the lesser of 2.00:1.00 and the Interest Coverage Ratio immediately prior to such transaction) (amounts incurred under this clause (z), the “Incremental Incurrence Amount”) (it being understood that for purposes of clause (z) of this Section 2.21(a), (A) any Incremental Revolving Facilities shall be deemed to be fully drawn, and (B) the Cash proceeds of the relevant Incremental Facility or Incremental Equivalent Debt shall be excluded in calculating the Unrestricted Cash Amount used in determining the First Lien Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio, as applicable) (the amounts described in clauses (x), (y) and (z) above, the “Incremental Cap”), (it being understood that, at the election of the Borrower, (I) the Borrower shall be deemed to have used amounts under clause (z) (to the extent compliant therewith) prior to utilization of amounts under clause (x) or (y), (II) Loans may be incurred simultaneously under clauses (x), (y) and (z), and proceeds from any such incurrence may be utilized in a single transaction, at the election of the Borrower, by first calculating the incurrence under clause (z) above and then calculating the incurrence under clause (x) above, (III) any portion of any Incremental Facility incurred in reliance on clause (x) and/or (y) may be reclassified, as the Borrower may elect from time to time, as incurred under clause (z) to the extent permitted thereunder at such time on a Pro Forma Basis) specifying the amount so requested and (IV) the Borrower may incur Incremental Facilities without giving effect to any Revolving Loans proposed to be incurred substantially simultaneously or contemporaneously with such Incremental Facility; provided that:

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or or (iib) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”; together ), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the Incremental Availability. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date with respect to the Term Loans and (c) shall be treated substantially the same as the Term Loans made on the Closing Date (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any New Incremental Revolving Facilityexisting Lender (and each existing Term Lender will have the right, “Incremental Revolving Facilities” andbut not an obligation, together with to make a portion of any Incremental Term FacilityLoan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental FacilitiesAmendment”; ) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, Foreign Holdings, Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the loans thereunderAdministrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Loans” and Commitment Increases for any Incremental Revolving Loans, together with purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term LoansLoans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Incremental LoansRevolving Commitment Increase Lender”) in an respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding principal amount (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the Incremental Cap; provided that:transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities A loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any A Loans”) or term B loans made pursuant to an (the “Incremental Term FacilitiesB Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) and/or or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (i) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default has occurred and is continuing or shall result therefrom, (ii) add one after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or more new tranches of Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith, the Nexstar Borrower is in compliance (each new trancheon a Pro Forma Basis) with the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio Financial Covenants as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility had occurred on the first day of such Test Period) and (iii) the sum of (A) the aggregate principal amount of the Revolving Credit Commitment, a “New Incremental Revolving Facility”(B) and/or increase the aggregate amount of the Nexstar Revolving Credit Commitments Commitment, (C) all Incremental Facilities consisting of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving FacilityCommitments and Incremental Term A Loans, “and (D) Nexstar Incremental Facilities consisting of Nexstar Incremental Revolving Facilities” and, together with any Commitments and Nexstar Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving A Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount shall not to exceed the Incremental Cap; provided that:$350,000,000.

Incremental Credit Extensions. (a) The Borrower may, may at any time after the Closing Date, or from time to time on one or more occasions pursuant after the Effective Date, by written notice delivered to an Incremental Facility Agreementthe First Lien Administrative Agent, request (i) add one or more new tranches additional Classes of term facilities loans (each new tranche, a “New First Lien Incremental Term Facility”), (ii) and/or increase the principal amount one or more additional term loans of the Term Loans same Class of any existing Class by requesting new commitments to provide such Term Loans of term loans (each an “First Lien Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansRevolving Commitment Increase”) and/or (iiiv) add one or more new tranches additional Classes of Incremental Revolving Commitments (each new tranche, a the “New Incremental Additional/Replacement Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitments,” and, together with any First Lien Incremental Term Facility, First Lien Incremental Term Increase and the Incremental Revolving Commitment Increases, the “First Lien Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving LoansLoans thereunder, together with any Incremental Term Loans, the “Incremental Loans”); provided that, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such First Lien Incremental Facility is made or effected, (i) no Event of Default (except, in an the case of the incurrence or provision of any First Lien Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, no Specified Event of Default) shall have occurred and be continuing and (ii) the Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant for the Test Period then last ended (regardless of whether such Financial Performance Covenant is applicable at such time and without deducting in calculating the numerator of such Senior Secured First Lien Net Leverage Ratio any cash proceeds thereof). Notwithstanding anything to the contrary herein, the aggregate outstanding principal amount of the First Lien Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each First Lien Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in Dollars (unless the Borrower and the First Lien Administrative Agent otherwise agree); provided that:that such amount may be less than $5,000,000 and to the extent such amount represents all the remaining availability under the aggregate principal amount of First Lien Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower Agent may, at any time after the Closing Datetime, on one or more occasions pursuant deliver a written request to an Incremental Facility Agreement, Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans, any Extended Term Loans of or any existing Class Replacement Term Loans by requesting new term loans commitments to provide be added to such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments incremental revolving facilities (each new trancheeach, a an “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loansand, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed (x) $250,000,000, plus (y) in the case of any Incremental Facility that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or commitments hereunder, an amount equal to the prepayment to be made with respect to the Term Loans, Incremental Term Loans, Extended Term Loans and/or Replacement Term Loans and/or the permanent commitment reduction to be made with respect to an Incremental Revolving Facility or a Replacement Revolving Facility, in each case to be replaced with such Incremental Facility, plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Facility, the Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis (but, for this purpose, determined without deduction of any Cash proceeds received by either Borrower from the incurrence of such Incremental Facility) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 (it being understood that for purposes of clause (z) of this Section 2.23(a), (A) any Incremental Loans and any Incremental Equivalent Indebtedness (including any Replacement Term Loans, any loans under any Replacement Revolving Facility or any other Refinancing Indebtedness in respect thereof) shall be deemed to be Consolidated Senior Secured Debt, whether or not satisfying the requirements thereof, and (B) any Incremental Revolving Facilities shall be deemed to be fully drawn) (the amounts described in clauses (x) and (z) above, the “Incremental Cap”), specifying the amount requested; provided that:

Incremental Credit Extensions. (a) The Borrower a)Parent may, at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or or (iib) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”); together provided, that upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) no Event of Default shall exist; provided that, with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with respect to any Incremental Term FacilityLoans the proceeds of which are to be used primarily to fund a Permitted Acquisition or other acquisition not prohibited hereunder the consummation of which is not conditioned on the availability of third-party financing substantially concurrently upon the receipt thereof, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and absence of an Event of Default (other than a Specified Event of Default with respect to any Incremental Revolving Loans, together with any Borrower) shall not constitute a condition to the issuance or incurrence of such Incremental Term Loans, “and (ii) Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 or Section 6.01(b) (which, for the avoidance of doubt, shall be calculated after giving effect to any acquisition consummated concurrently therewith or to be consummated using the proceeds of such Incremental Loans”) FacilityTerm Loans or Revolving Commitment Increase, as applicable, and calculated assuming any Revolving Commitment Increase is fully drawn). Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate outstanding principal amount that is not less than $50 million (provided, that such amount may be less than $50 million if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extension Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Cap; provided that:Facilities Amount.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make a copy of such notice available to each of the Lenders), request one or more occasions pursuant additional tranches or additions to an Incremental Facility Agreement, (i) add one or more new tranches existing tranche of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or in an amount (iiwhen taken together with any Alternative Incremental Indebtedness issued or incurred prior to, or that will be issued or incurred concurrently with, the incurrence of the Incremental Term Loans) add one or more new tranches of not to exceed $250,000,000, so long as the Senior Secured Leverage Ratio calculated on a Pro Forma Basis shall not be greater than 3.25 to 1.0 (calculated as if such Incremental Revolving Commitments Term Loans had been outstanding on such last day and as though any unsecured Alternative Incremental Indebtedness were secured Alternative Incremental Indebtedness), plus (each new tranche, a “New Incremental Revolving Facility”z) and/or increase the aggregate amount of all voluntary prepayments of Term Loans pursuant to Section 2.12(a) (the Revolving Credit Commitments “Maximum Incremental Facility Amount”), provided that the Borrower shall have delivered a certificate of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Responsible Officer certifying that the Maximum Incremental Revolving Facility, “Incremental Revolving Facilities” andFacility Amount has not been exceeded, together with reasonably detailed calculations with respect thereto (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 6.01(a) or 6.01(b) and Section 6.02(a), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). Each tranche of Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) Loans shall be in an aggregate outstanding principal amount that is not to exceed less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Maximum Incremental Cap; provided that:Facility Amount).

Incremental Credit Extensions. (a) The Borrower may, at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or or (iib) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class Facility or the addition of a new tranche of the Revolving Credit Facility (each increasesuch increase or new Revolving Credit Facility, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term FacilityLoans, an “Incremental FacilitiesFacility”; and ), provided that upon the loans thereunder, “Incremental Revolving Loans” and effectiveness of any Incremental Revolving LoansAmendment referred to below, together with no Event of Default shall exist and at the time that any such Incremental Term Loan (other than any Incremental Term Loans, “Loan under the Tranche A Term Facility to be made during the Certain Funds Period) is made (and after giving effect thereto) no Event of Default shall 97 1002217597 1001820109v3 exist (except in connection with a Permitted Acquisitionan acquisition or Investment in which case no Event of Default pursuant to Section 8.01(a) or (f) shall exist). Each tranche of Incremental Loans”) Term Loans and each Revolving Commitment Increase shall be in an aggregate outstanding principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed, at the time the respective Incremental Amendment becomes effective (and after giving pro forma effect to the Incurrence of Indebtedness in connection therewith), the Maximum Incremental Facilities Amount. Any Revolving Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof) (provided the applicable margin applicable thereto may be increased if necessary to be consistent with that for the Revolving Commitment Increase). The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, which, for the avoidance of doubt, may be unsecured, (b) except in the case of the Tranche A Term Facility, shall not mature earlier than the latest Maturity Date with respect to the Term Loans, (c) except in the case of the Tranche A Term Facility, shall not have a shorter Weighted Average Life to Maturity than the then longest remaining Weighted Average Life to Maturity of the Term Loans, (d) except as set forth above and, in the case of the Tranche A Term Facility, except as set forth below, shall be treated substantially the same as the Initial Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (e) the Applicable Rate for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that (i) until April 11, 2015, the interest rate margins for the Incremental Term Loans shall not be greater than the interest rate margins that may be payable with respect to Term Loans plus 50 basis points (and the interest rate margins applicable to any class of the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i), (x) the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base Rate “floor” for the Incremental Term Loans is greater than the LIBOR or Base Rate “floor,” respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Rate, provided that that (i) the Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower, provided that, to the extent such terms and documentation are not consistent with, the Initial Term Facility (except to the extent permitted by clauses (b), (c) and (e) above and, in the case of the Tranche A Term Facility, except as permitted by clause (iii) below)), they shall be reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Administrative 98 1002217597 1001820109v3 Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any existing Facility), and (ii) subject to clauses (b) and (c) above, the maturity date and the amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof and (iii) the Incremental Amendment with respect to the Tranche A Term Facility may, without the consent of the Lenders (other than any Lender or Additional Lender agreeing to have a Commitment in respect of the Tranche A Term Facility), add a financial covenant solely for the benefit of the Lenders under the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Lenders (and not, for the avoidance of doubt, any other Lenders) and make other corresponding changes to the Loan Documents, including provide that (x) only Lenders holding at least a majority of the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Facility (voting as one Facility) (and not, for the avoidance of doubt, any other Lenders) shall have the ability to (and be required in order to) amend or waive a breach of such financial covenant, and (y) a breach of such financial covenant shall not constitute an Event of Default with respect to other Facilities or trigger a cross-default under other Facilities until the date on which Tranche A Term Loans and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Loans have been accelerated and/or the Tranche A Term Commitments (if any) and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Commitments have been terminated, in each case, by the Tranche A Term Lenders and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Lenders (voting as one Facility).. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Lender has an obligation to make an Incremental Term Loan or provide a Revolving Commitment Increase, as applicable) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to exceed be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.06(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Loan Party other than the Borrower, the Agents or the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Cap; provided that:Term Loans and Revolving Commitment Increases for any 99 1002217597 1001820109v3

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request to increase the amount of Term Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new trancheany such Term Loans or additional tranche of term loans, a the “New Incremental Term FacilityLoans” or the “Incremental Facilities”) and/or increase ). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental First Lien Amount plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans effected after the Closing Date (including pursuant to debt buy-backs made by any Parent, the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder and (B) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the ABL Facility or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”), the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed 4.00:1.00 (or, to the extent such Incremental Term Loans are incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of 4.00:1.00 and the First Lien Senior Secured Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment) (other than (x) amounts incurred concurrently with the incurrence of Indebtedness incurred in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment Amount and (iiy) add one amounts incurred concurrently or more new tranches substantially concurrently with the incurrence of Incremental Revolving Commitments (each new trancheIndebtedness pursuant to drawings under the ABL Facility, in which case the First Lien Senior Secured Leverage Ratio may exceed 4.00:1.00, as a “New Incremental Revolving Facility”) and/or increase the aggregate amount result of the Revolving Credit Commitments incurrence of any existing Class such amounts, and it being understood that Incremental Facilities may be incurred pursuant to this clause (each increaseiii) prior to utilization of the Unrestricted Incremental First Lien Amount and the Voluntary Prepayment Amount) (this clause (iii), a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, the “Incremental Revolving Facilities” and, together with any Incurrence Test”). Each Incremental Term Facility, “Incremental Facilities”; Facility shall be in an integral multiple of $1,000,000 and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) be in an aggregate outstanding principal amount that is not to exceed less than $5,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Cap; provided that:Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations hereunder. -78- #95982248v17

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”) and/or or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans and the Incremental Term Loan Increases, the “Incremental Facilities”). Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Facilities incurred after the Restatement Effective Date (other than Refinancing Term Loans and Refinancing Revolving Commitments), shall not exceed the sum of (i) $120,000,000 plus (ii) add one the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Restatement Effective Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or more any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new tranches revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities so long as, after giving Pro Forma Effect to the making of the Incremental Term Loans or the establishment of Incremental Revolving Commitments (each new tranche, a “New assuming that any such Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 2.80:1.00 (or, solely in the case of Incremental Facilities incurred to finance a Permitted Acquisition, 3.50:1.00) (clauses (i), (ii) and (iii), collectively, the “Incremental Facilities Cap”); provided that (x) and/or increase Incremental Facilities and Permitted Alternative Incremental Facilities Debt may be incurred under one or more of clauses (i) through (iii) as selected by the aggregate Borrower in its sole discretion and (y) if Incremental Facilities or Permitted Alternative Incremental Facilities Debt are intended to be incurred under clause (iii) and any other of clauses (i) or (ii) in a single transaction or series of related transactions, (A) incurrence of the portion of such Incremental Facilities or Permitted Alternative Incremental Facilities Debt to be incurred under clause (iii) shall first be calculated without giving effect to any Incremental Facilities or Permitted Alternative Incremental Facilities Debt to be incurred under all other such clauses, but giving full pro forma effect the use of proceeds of the entire amount of all such Incremental Facilities or Permitted Alternative Incremental Facilities Debt and related transactions, and (B) thereafter, incurrence of the Revolving Credit Commitments portion of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New such Incremental Revolving Facility, “Facilities or Permitted Alternative Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not Facilities Debt to exceed the Incremental Cap; provided that:be incurred under such other applicable clauses of this definition shall be calculated.

Incremental Credit Extensions. (a) The Borrower may, Company may at any time or from time to time after the Closing Amendment No. 57 Effective Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the applicable Lenders), request (x) one or more occasions pursuant to an Incremental Facility Agreement, (i) add increases in any existing tranche of Term Loans or one or more new additional tranches of term facilities loan commitments (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term FacilitiesLoan Commitments” and any the loans made pursuant to an Incremental Term Facilitiesthereunder, the “Incremental Term Loans”” ) and/or or (iiy) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments and/or additional tranches of any existing Class Revolving Credit Commitments (each increasesuch increase or additional tranche, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, an “Incremental Revolving FacilitiesCredit Commitment” andand the Revolving Credit Loans made pursuant thereto, the “Incremental Revolving Credit Loans”), provided that (i) immediately prior to and after giving effect to the effectiveness of any Incremental Amendment referred to below (including, in the case of any Incremental Term Loan, after giving effect thereto), no Event of Default (or in connection with any Limited Condition Transaction no Event of Default under Article 8(a) or Article 8(f)) shall have occurred and be continuing, (ii) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments that shall be incurred or that shall become effective shall not exceed, together with any Indebtedness incurred pursuant to Section 7.02(y), the Incremental Cap Amount (it being agreed that the Term B-1 Loans shall not be included in the calculation of the usage of the Incremental Cap Amount for purposes of borrowing the Term B-1 Loans on the Amendment No. 1 Effective Date or thereafter, for purposes of calculating the usage of clause (c) of the definition of Incremental Cap Amount), (iii) the representations and warranties in Article 4 (or, at the option of the Company, in the case of Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Loans or Incremental Revolving Loans” Credit Commitments incurred to finance a Limited Condition Transaction, the Specified Representations) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the effective date of such Incremental Term Loan or Incremental Revolving LoansCredit Commitment (or, together with any at the option of the Company, in the case of Incremental Term LoansLoans or Incremental Revolving Credit Commitments incurred to finance a Limited Condition Transaction, “on the date on which the definitive agreement for such acquisition or investment is entered into) (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such date); (iv) each tranche of Incremental Loans”) Term Loans shall be in an aggregate outstanding principal amount that is not less than $50,000,000 and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 provided that, in each case, such amount may be less than such amount if (x) such amount represents all remaining availability under the limit set forth in clause (ii) above or (y) if otherwise agreed to exceed by the Administrative Agent, (v) if an Incremental Revolving Credit Commitment is requested, the BorrowerCompany shall have delivered to the Administrative Agent a certificate demonstrating in reasonable detail that after giving effect to the incurrence of such Incremental Revolving Credit Commitment (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period; (vi) the BorrowerCompany shall deliver to the Administrative Agent (a) a certificate of each Loan Party dated as of the date of such increase signed by an authorized officer of such Loan Party certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such increase and (b) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each lender under the Incremental Cap; provided that:Term Loans or Incremental Revolving Credit Commitment, as applicable, on the date thereof, dated as of the effective date of such increase and (vii) there shall be not more than two separate tranches of Revolving Credit Commitments and Incremental Revolving Credit Commitments in effect at any time, excluding Incremental Revolving Credit Commitments with identical terms to the Initial Revolving Credit Commitments.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a the “New Incremental Term FacilityLoans”) and/or increase the principal amount ), which may be of the Term Loans of same Facility and Class as any existing Class by requesting new commitments to provide such of Term Loans (each increasea “Term Loan Increase”), an “Incremental Increase Facility”; together a separate class of Term Loans (collectively with any Term Loan Increase, the “New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansCommitments”) and/or or a new revolving facility to be provided hereunder (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitments” and, together with any Incremental New Term FacilityCommitments, the “Incremental FacilitiesNew Commitments”); provided that (i) both immediately before and immediately after the loans thereunder, “Incremental Revolving Loans” and effectiveness of any Incremental Amendment referred to below (or, in the case of a Permitted Acquisition or permitted Investment, on the date of the execution of (x) the definitive agreement in connection therewith and (y) any Commitment in respect of New Term Loans or New Revolving LoansCommitments), together with no Event of Default (or, in the case of a Permitted Acquisition, a permitted Investment or the First Amendment Transactions, no Specified Default) shall exist and (ii) both immediately before and immediately after the effectiveness of any Incremental Amendment referred to below either (A) the condition precedent in Section 4.02(a) shall be satisfied (for this purpose without regard to the exclusion of the applicability of this condition to Borrowings pursuant to Incremental Amendments by operation of the lead-in paragraph of Section 4.02) or (B) with respect to any incurrence of Loans pursuant to an Incremental Amendment the purpose of which is to finance a Permitted Acquisition or permitted Investment or, if the Lenders party to such Incremental Amendment consent, the Specified Representations shall be true and correct in all material respects. 102 Each tranche of New Term Loans, “Incremental Loans”) Loans or New Revolving Commitments shall be in an aggregate outstanding principal amount that is not less than C$15,000,000 or US$15,000,000, as applicable (provided that such amount may be less than C$15,000,000 or US$15,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the New Term Loans or New Revolving Commitments, when added to the aggregate principal amount of any Incremental Equivalent Debt incurred or issued substantially simultaneously with the incurrence of such New Term Loans or New Revolving Commitments, shall not exceed the Available Incremental Cap; provided that:Amount at the time of incurrence or issuance thereof.

Incremental Credit Extensions. (a) The Borrower may, Finance may at any time after the Closing Date, or from time to time on one or more occasions pursuant after the Effective Date, by written notice delivered to an Incremental Facility Agreement, the Administrative Agent request (i) add one or more new tranches additional Classes of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount (ii) one or more additional term loans of the Term Loans same Class of any existing Class by requesting new commitments to provide such Term Loans of term loans (each a “Incremental Term Increase”), and the Co-Borrowers may at any time or from time to time on one or more occasions after the Effective Date, by written notice delivered to the Administrative Agent request (i) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansRevolving Commitment Increase”) and/or (ii) add one or more new tranches additional Classes of Incremental Revolving Commitments (each new tranche, a the “New Incremental Additional/Replacement Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that after giving effect to any Incremental Facility Amendment referred to below and at the loans thereundertime that any such Incremental Facility is made or effected, (x) no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) the representations and warranties set forth in the Loan Documents (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, customary specified representations and warranties and customary specified acquisition agreement representations and warranties) shall be true and correct in all material respects on and as of such date (provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respect as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to “materiality”, “Incremental Revolving LoansMaterial Adverse Effect” or similar language shall be true and any Incremental Revolving Loanscorrect in all respect as of such date). Notwithstanding anything to the contrary herein, together with any Incremental Term Loans, “Incremental Loans”) in an the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Co-Borrowers and the Administrative Agent otherwise agree); provided that:that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), on request to effect one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”) from Additional Revolving Lenders; together provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) the Revolving Commitment Increase shall be pari passu in right of payment and security with any New Incremental the Revolving Facility, “Incremental (B) the maturity date of such Revolving Facilities” andCommitment Increase shall mature no earlier than the Revolving Maturity Date and all other terms of such Revolving Commitment Increase shall be substantially identical to the terms governing the Revolving Facility (other than pricing, together maturity, participation in mandatory prepayments or ranking as to security, in each case, subject to this Section 2.20(a)) or otherwise reasonably acceptable to the Administrative Agent, (C) the Revolving Commitment Increase shall not participate on a greater than pro rata basis than the Revolving Facility with respect to mandatory prepayments of Loans, (D) the interest rate margins, original issue discount or upfront fees (if any) for any Incremental Term Facility, “Incremental Facilities”; Revolving Commitment Increase shall be determined by the Borrower and the loans thereunderAdditional Revolving Lenders with the applicable Revolving Commitment Increase; provided that in the event that the All-In Yield of any Revolving Commitment Increase exceeds the All-In Yield of the Revolving Facility by more than 50 basis points, “Incremental then the interest rate margins for the Revolving Loans” Facility shall be increased to the extent necessary so that the All-In Yield of the Revolving Facility is equal to the All-In Yield of the Revolving Commitment Increase minus 50 basis points, and (E) the Revolving Commitment Increase shall not be secured by assets other than the Collateral and shall not be incurred or guaranteed by any Incremental Revolving LoansPerson that is not the Borrower or a Guarantor. Notwithstanding anything to contrary herein, together with any Incremental Term Loans, “Incremental Loans”the sum of (i) in an the aggregate outstanding principal amount of the Revolving Commitment Increases and (ii) the aggregate principal amount of all Term Commitment Increases incurred after the Effective Date shall not to exceed the Incremental Cap. Each Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that:that such amount may be less if such amount represents all the remaining availability under the Incremental Cap.

Incremental Credit Extensions. (a) The Borrower or any Subsidiary Loan Party may, at any time or from time to time after the Closing Effective Date, on by written notice delivered to the Administrative Agent request (i) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches additional Classes of term facilities loans (each new tranche, a “New Incremental Term Facility”including additional delayed draw term loans) and/or increase the principal amount or additional term loans of the Term Loans same Class of any existing Class by requesting new of term loans (including any existing delayed draw term loans) (the “Incremental Term Loans”), (ii) one or more increases in the amount of the revolving commitments to provide such Term Loans of any Class (each such increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental ) or (iii) one or more additional Classes of revolving commitments (the “Additional/Replacement Revolving Facility, “Incremental Revolving FacilitiesCommitments,” and, together with any the Incremental Term FacilityLoans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that, subject to Section 1.05, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, no Event of Default shall have occurred and be continuing or would result therefrom (except, in the case of the incurrence or provision of any Incremental Facility in connection with an acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under Section 7.01(a), (b), (h) or (i)) unless, in connection with a Permitted Acquisition or another Investment not prohibited by the terms of this Agreement, customary “SunGard” or “certain funds” conditionality is otherwise agreed to by the Lenders providing such Incremental Facilities. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount of Incremental Equivalent Debt that can be incurred at any time shall not to exceed the Incremental Cap at such time (calculated in a manner consistent with the definition of “Incremental Cap; provided that:”).

Incremental Credit Extensions. (a) The Borrower may, may at any time after the Closing Date, or from time to time on one or more occasions pursuant from and after Payment in Full of Badcock Obligations, by written notice delivered to an Incremental Facility Agreement, (i) the Administrative Agent request to add one or more new tranches additional Classes of term facilities loans or additional term loans of the same Class as any existing Class of term loans (each new tranche, a an “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new term loan commitments to provide be added to such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, and together with any Incremental Term Facility, the “Incremental Term Loans” or the “Incremental Facilities”); and provided that, at the loans thereundertime that any such Incremental Term Loan is made or effected, “Incremental Revolving Loans” and no Event of Default (except, in the case of the incurrence or provision of any Incremental Revolving LoansFacility in connection with a Limited Condition Transaction, together with any no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i)) shall have occurred and be continuing; provided, further, that Incremental Term LoansFacilities may be borrowed by any one or more Loan Parties. Notwithstanding anything to the contrary herein, “Incremental Loans”) in an the aggregate outstanding principal amount of the Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each Incremental Facility shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Lead Borrower and the Administrative Agent otherwise agree); provided that:that such amount may be less than $2,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. 106

Incremental Credit Extensions. (a) The Borrower At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request to increase the amount of Term B-4 Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term B-4 Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments (iia “Revolving Credit Commitment Increase”) add and/or the establishment of one or more new tranches of revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments (each new trancheCredit Commitments”; together with the Incremental Term Loans, a the “New Incremental Revolving FacilityFacilities”) and/or increase ). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the greater of (x) $1,900,000,000 and (y) Consolidated EBITDA for the most recently ended Test Period prior to such date plus (ii) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New such Incremental Term Loans or Incremental Revolving FacilityCredit Commitments), “Incremental Revolving Facilities” andthe First Lien Senior Secured Leverage Ratio shall not exceed 4.50:1.00; provided, together with any Incremental Term Facilityfor the avoidance of doubt, “that Incremental Facilities”; , Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the loans thereunder, “amount set forth in clause (i) above. Each Incremental Revolving Loans” Facility shall be in an integral multiple of $5,000,000 and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) be in an aggregate outstanding principal amount that is not to exceed less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Cap; provided that:Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) The Borrower mayAt any time, at any time after but not more than four (4) times during the Closing Dateterm of this Agreement, on and subject to the terms and conditions of this Section 2.20, the Company may request (i) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental increases in the Aggregate Revolving Commitments Commitment (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”; together with ) without the consent of any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Lender not providing such Incremental Term FacilityLoans or Revolving Commitment Increases, “as the case may be; provided that, without the prior written consent of all of the Lenders, the aggregate amount of all Incremental Facilities”; Term Loans and Revolving Commitment Increases made during the term of this Agreement shall not exceed $150,000,000. Any tranche of Incremental Term Loans (A) shall be available to the Company in Dollars, (B) shall rank pari passu in right of payment and of security with the Revolving Loans and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “(C) shall not mature earlier than the Tranche B Term Loan Maturity Date (but may, subject to the next succeeding clause (D), have amortization prior to such date), (D) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Tranche B Term Loans and (E) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (1) the terms and conditions applicable to Incremental Loans”Term Loans maturing after the Tranche B Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Tranche B Term Loan Maturity Date and (2) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:Term Loans may be priced differently than the Tranche B Term Loans.

Incremental Credit Extensions. (a) The Borrower Agent may, at any time after time, deliver a written request to Administrative Agent (whereupon the Closing Date, on one or more occasions pursuant Administrative Agent shall promptly deliver a copy to an Incremental Facility Agreement, (ieach of the Lenders) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or to increase the Aggregate Commitments in an aggregate principal amount of up to $125,000,000, specifying the Term Loans of any existing Class by requesting new commitments to provide such Term Loans amount requested (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”); together provided that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the date hereof, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the Credit Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing Credit Facility unless the interest rate margin with respect to the existing Credit Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any New Incremental Revolving amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Credit Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the Credit Facility, “Incremental Revolving Facilities” andand such floor is applicable to the Credit Facility on the date of determination, together with any Incremental Term Facility, “Incremental Facilities”; and such excess amount shall be equated to interest margin for determining the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:increase.

Incremental Credit Extensions. The Borrower may at any time or from time to time after the Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) The Borrower may, at any time after the Closing Date, on one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or or (iib) add one or more new tranches increases in the amount of Incremental the Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”; together with ), provided that both at the time of any New such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Revolving FacilityCommitment Increase shall be in an aggregate principal amount that is not less than $5,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $260,000,000 (the “Incremental Availability”). The Incremental Term Loans (i) shall rank pari passu in right of payment and of security with the Revolving Facilities” Loans and the Term Loans, (ii) shall not mature earlier than the Term Loan Maturity Date, (iii) shall have a weighted average life to maturity no shorter than the remaining weighted average life to maturity of the Term Loans on the date of effectiveness of the applicable Incremental Amendment and (iv) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (x) the terms and condition applicable to Incremental Term Loans shall be reasonably satisfactory to the Administrative Agent and (y) the interest rates and, together with subject to clauses (ii) and (iii) above, amortization schedule and maturity applicable to such Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term FacilityLoan, and each existing Revolving Lender will have the right, but not the obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.21 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or, in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental FacilitiesAmendment”; ) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the loans thereunderAdministrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower may use the proceeds of the Incremental Term Loans and Revolving Loans” and Commitment Increases for any Incremental Revolving Loans, together with purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term LoansLoans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Commitments pursuant to this Section, (i) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Incremental LoansRevolving Commitment Increase Lender”) in an respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding principal amount (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the Incremental Cap; provided that:transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Effective Date, on upon not less than five Business Days’ notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) and subject to the terms and conditions set forth herein, request that one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental an increase in the then existing Revolving Commitments (each new tranche, a the “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment IncreaseCommitments”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any the Incremental Term FacilityLoans, the “Incremental Facilities”; and the loans thereunder, with Revolving Loans made pursuant to any Incremental Revolving Commitments being, “Incremental Revolving Loans”) be made available to the Borrower, provided that, immediately before and after giving effect to the incurrence of such Incremental Facilities, (i) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (ii) no Default shall have occurred and be continuing or after giving effect thereto would result therefrom, (iii) on a Pro Forma Basis after giving effect to any such Incremental Facilities (and, without duplication, assuming that all Incremental Revolving Commitments have been fully utilized but excluding the proceeds of any Incremental Revolving LoansLoan) and after giving effect to any Specified Transaction consummated in connection therewith, together the Borrower and its Subsidiaries shall be in compliance with the covenants set forth in Sections 6.11 and 6.12 as of the last day of the most recently ended Test Period. Notwithstanding anything to the contrary herein, (A) no Incremental Facility shall be incurred or issued (or committed to be incurred or issued) anytime that the Net Senior Secured Leverage Ratio determined on a Pro Forma Basis in the same manner as provided in clause (iii) above is greater than 3.75:1.00, (B) that the aggregate principal amount of the Incremental Facilities shall not exceed (A) $35,000,000 for all outstanding Incremental Facilities at the time of incurrence of any Incremental Term Loans, Facility so long as the Net Senior Secured Leverage Ratio determined on a Pro Forma Basis in the same manner as provided in clause (iii) above is not greater than 3.75:1.00 and (C) $75,000,000 for all outstanding Incremental Facilities at the time of incurrence of any Incremental Facility so long as the Net Senior Secured Leverage Ratio determined on a Pro Forma Basis in the same manner as provided in clause (iii) above is not greater than 3.00:1.00 (the “Incremental LoansAvailability”) ). The Incremental Facilities shall rank pari passu in an aggregate outstanding principal amount not to exceed right of payment and of security with the Incremental Cap; provided that:existing Obligations.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request to increase the amount of Term Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of increases in the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Credit Commitment Increase”; together with any New Incremental ) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Facility, “Incremental Revolving FacilitiesCredit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; together with the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental Amount, plus (ii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving Pro Forma Effect to any Permitted Acquisition and any other Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities), (A) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are pari passu with the Liens securing the Initial Term Loans, the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed (1) 3.20:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 3.20:1.00 and (y) the First Lien Senior Secured Leverage Ratio immediately prior to the incurrence of such Incremental Facility or Permitted Alternative Incremental Facilities Debt and related transactions, (B) in the case of any Incremental Facility or 104 Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are junior to the Liens securing the Initial Term Loans, the Total Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed (1) 4.00:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 4.00 to 1.00 and (y) the Total Senior Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions and (C) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt that is unsecured or is secured solely by assets that do not constitute Collateral, either (I) the Total Leverage Ratio for the most recently ended Test Period shall not exceed (x) 4.25:1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (1) 4.25 to 1.00 or (2) the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions or (II) the Interest Coverage Ratio is not less than either (x) 2.00 to 1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the lesser of (1) 2.00 to 1.00 or (2) the Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions; provided however that notwithstanding the foregoing the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, in each case, incurred under this clause (C) that is secured by assets that do not constitute Collateral, shall not exceed $25,000,000 (it being understood that Incremental Facilities may be incurred pursuant to this clause (ii) prior to utilization of the Unrestricted Incremental Amount and in all respects subject to Section 1.09(b)) and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (ii), the “Incremental LoansIncurrence Test” and, together with the Unrestricted Incremental Amount, the “Maximum Incremental Facilities Amount”) ). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate outstanding principal amount that is not to exceed less than $5,000,000 in case of Incremental Term Loans or $1,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the Incremental Cap; provided that:applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) The Borrower or any Subsidiary Loan Party may, at any time or from time to time after the Closing Effective Date, on by written notice delivered to the Administrative Agent request (i) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches additional Classes of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount loans or additional term loans of the Term Loans same Class of any existing Class by requesting new of term loans (which may include Incremental Delayed Draw Term Loans) (the “Incremental Term Loans”), (ii) one or more increases in the amount of the revolving commitments to provide such Term Loans of any Class (each such increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental ) or (iii) one or more additional Classes of revolving commitments (the “Additional/Replacement Revolving Facility, “Incremental Revolving FacilitiesCommitments,” and, together with any the Incremental Term FacilityLoans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that, subject to Section 1.05, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, no Event of Default shall have occurred and be continuing or would result therefrom (except, in the case of the incurrence or provision of any Incremental Facility in connection with an acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under Section 7.01(a), (b), (h) or (i)) unless, in connection with a Permitted Acquisition or another Investment not prohibited by the terms of this Agreement, customary “SunGard” or “certain funds” conditionality is otherwise agreed to by the Lenders providing such Incremental Facilities. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount of Incremental Equivalent Debt that can be incurred at any time shall not to exceed the Incremental Cap at such time (calculated in a manner consistent with the definition of “Incremental Cap; provided that:”).

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or or (iib) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”; together with ), provided that both at the time of any New such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist. Each tranche of Incremental Term Loans and each Revolving FacilityCommitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $1,000,000,000 (the “Incremental Availability”); provided that the Incremental Availability shall be reduced on a dollar-for-dollar basis by the aggregate amount of all Indebtedness incurred pursuant to Section 7.03(u). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Facilities” andCredit Loans and the Term Loans, together (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term FacilityLoan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental FacilitiesAmendment”; ) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, Foreign Holdings, Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the loans thereunderAdministrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Loans” and Commitment Increases for any Incremental Revolving Loans, together with purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term LoansLoans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Incremental LoansRevolving Commitment Increase Lender”) in an respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding principal amount (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the Incremental Cap; provided that:transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Representative may, at by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans of any time after the Closing Date, on one Class or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term B Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments under any Revolving Credit Facility (iia “Revolving Credit Commitment Increase”) add and/or the establishment of one or more new tranches of revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment IncreaseCommitments”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with any Incremental Term Loans, “Incremental Loans”) in an the aggregate outstanding principal amount of all Incremental Equivalent Debt, shall not to exceed the Incremental Cap; . Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured by only the same Collateral subject to clause (h) of the “Collateral and Guarantee Requirement” securing, all of the other Loan Obligations under this Agreement (provided that:, in the case of any Incremental Facility that is funded into Escrow, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow).

Incremental Credit Extensions. (a) The Borrower may, Company may at any time or from time to time after the Closing Amendment No. 35 Effective Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the applicable Lenders), request (x) one or more occasions pursuant to an Incremental Facility Agreement, (i) add increases in any existing tranche of Term Loans or one or more new additional tranches of term facilities loan commitments (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term FacilitiesLoan Commitments” and any the loans made pursuant to an Incremental Term Facilitiesthereunder, the “Incremental Term Loans”” ) and/or or (iiy) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments and/or additional tranches of any existing Class Revolving Credit Commitments (each increasesuch increase or additional tranche, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, an “Incremental Revolving FacilitiesCredit Commitment” andand the Revolving Credit Loans made pursuant thereto, the “Incremental Revolving Credit Loans”), provided that (i) both at the time of any such requestimmediately prior to and after giving effect to the effectiveness of any Incremental Amendment referred to below (including, in the case of any Incremental Term Loan, after giving effect thereto), no Event of Default (or in connection with any Limited Condition Transaction no Event of Default under Article 8(a) or Article 8(f)) shall have occurred and be continuing, (ii) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments that shall be incurred or that shall become effective shall not exceed, together with any Indebtedness incurred pursuant to Section 7.02(y), the Incremental Cap Amount (it being agreed that the Term B-1 Loans shall not be included in the calculation of the usage of the Incremental Cap Amount for purposes of borrowing the Term B-1 Loans on the Amendment No. 1 Effective Date or thereafter, for purposes of calculating the usage of clause (c) of the definition of Incremental Cap Amount), (iii) the representations and warranties in Article 4 (or, at the option of the Company, in the case of Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Loans or Incremental Revolving Loans” Credit Commitments incurred to finance a Limited Condition Transaction, the Specified Representations) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the effective date of such Incremental Term Loan or Incremental Revolving LoansCredit Commitment (or, together with any at the option of the Company, in the case of Incremental Term LoansLoans or Incremental Revolving Credit Commitments incurred to finance a Limited Condition Transaction, “on the date on which the definitive agreement for such acquisition or investment is entered into) (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such date); (iv) each tranche of Incremental Loans”) Term Loans shall be in an aggregate outstanding principal amount that is not less than $50,000,000 and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 provided that, in each case, such amount may be less than such amount if (x) such amount represents all remaining availability under the limit set forth in clause (ii) above or (y) if otherwise agreed to exceed by the Administrative Agent, (v) if an Incremental Revolving Credit Commitment is requested, the Borrower shall have delivered to the Administrative Agent a certificate demonstrating in reasonable detail that after giving effect to the incurrence of such Incremental Revolving Credit Commitment (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period; (vi) the Borrower shall deliver to the Administrative Agent (a) a certificate of each Loan Party dated as of the date of such increase signed by an authorized officer of such Loan Party certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such increase and (b) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each lender under the Incremental Cap; provided that:Term Loans or Incremental Revolving Credit Commitment, as applicable, on the date thereof, dated as of the effective date of such increase and (vii) there shall be not more than two separate tranches of Revolving Credit Commitments and Incremental Revolving Credit Commitments in effect at any time, excluding Incremental Revolving Credit Commitments with identical terms to the Initial Revolving Credit Commitments.

Incremental Credit Extensions. (a) The Borrower may, at any by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Closing Effective Date, on one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New request Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increaseA Loan Commitments, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) B Loan Commitments and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new trancheCommitments, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increaseas applicable, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:Amount from one or more Incremental Term A Lenders, Incremental Term B Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term A Loans, Incremental Term B Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $10,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”), (iii) in the case of Incremental Revolving Commitments, whether such Incremental Revolving Commitments are to be Dollar Tranche Commitments or Multicurrency Tranche Commitments, (iv) in the case of Incremental Term A Loan Commitments, whether such Incremental Term A Loan Commitments are to be Term A Loan Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term A Loans (“Other Term A Loans”), and (v) in the case of Incremental Term B Loan Commitments, whether such Incremental Term B Loan Commitments are to be Term B Loan Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Other Term B Loans”),

Incremental Credit Extensions. (a) The Borrower may, at any time from and after the Closing latest to occur of (I) the date that all commitments under the Delayed Draw Term Facility have been reduced to $0 and (II) the first to occur of (x) a Successful Syndication (as defined in the Fee Letter) and (y) December 31, 2020 (such latest date, the “Incremental Start Date”), on one or more occasions pursuant to an Incremental Facility AgreementAmendment, (i) add one or more new tranches Classes of term facilities (each new trancheeach, a an “New Incremental Term Facility” and the loans thereunder, “Incremental Term Loans”), (ii) add one or more new Classes of incremental revolving facilities (each, an “Incremental Revolving Facility” and the loans thereunder, “Incremental Revolving Loans”) and/or (iii) increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each any such increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, an “Incremental Revolving FacilitiesIncrease” and, together with any Incremental Term Facility and any Incremental Revolving Facility, collectively, the “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans and Incremental Revolving Loans, collectively, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed exceed, when taken together with the aggregate outstanding principal amount of all Incremental Equivalent Debt, the Incremental Cap; provided provided, that:

Incremental Credit Extensions. (a) The Borrower At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request (1) to increase the amount of Tranche A Term Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of “term facilities a” loans (each new trancheany such Tranche A Term Loans, a or additional tranche of “New Incremental Term Facility”) and/or increase term a” loans, the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term FacilitiesA Loans”), (2) to increase the amount of Tranche B Term Loans or add one or more additional tranches of “term b” loans (any such Tranche B Term Loans, or additional tranche of “term b” loans, the “Incremental Term B Loans” and any loans made pursuant to an together with the Incremental Term FacilitiesA Loans, collectively, the “Incremental Term Loans”) ), and/or (ii3) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of increases in the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Credit Commitment Increase”; together with any New Incremental ) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Facility, “Incremental Revolving FacilitiesCredit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; together with the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with the aggregate principal amount of all Incremental Equivalent Debt, shall not exceed (i) the Unrestricted Incremental Amount, plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans or any other Indebtedness secured on a pari passu basis with the Initial Tranche A Term Loans and Initial Tranche B Term Loans (and, in the case of any revolving facility, to the extent accompanied by a permanent reduction of the relevant commitment) and voluntary permanent reductions of the Revolving Credit Commitments effected after the Acquisition Closing Date (including pursuant to debt buy-backs made by the Parent Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in cash in respect thereof), but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Incremental Equivalent Debt so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition or permitted Investment consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities or Incremental Equivalent Debt, as the case may be), (A) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Tranche A Term Loans and the Initial Tranche B Term Loans, the First Lien Leverage Ratio for the most recently ended Test Period does not exceed 3.66:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the First Lien Leverage Ratio for the most recently ended Test Period does not exceed the greater of 3.66:1.00 and the First Lien Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment), (B) if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Tranche A Term Loans and the Initial Tranche B Term Loans, the Secured Leverage Ratio for the most recently ended Test Period does not exceed 4.16:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of 4.16:1.00 and the Secured Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment) or (C) if such Incremental Facility is unsecured or secured only by Liens on assets that do not constitute Collateral, the Total Leverage Ratio for the most recently ended Test Period does not exceed 5.30:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the Total Leverage Ratio for the most recently ended Test Period does not exceed the greater of 5.30:1.00 and the Total Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment), it being understood and agreed that Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Commitments and/or any Incremental Equivalent Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iii), the “Incremental LoansIncurrence Test”) ). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate outstanding principal amount that is not to exceed less than $5,000,000 in case of Incremental Term Loans or $1,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental CapFacility (i) shall, if guaranteed, be guaranteed by the Guarantors that guarantee the other Obligations hereunder and (ii) if secured, will be secured by a Lien on the Collateral securing all of the other Obligations hereunder; provided that:that in the case of any Incremental Facility that is funded into Escrow pursuant to customary escrow arrangements, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds.

Incremental Credit Extensions. (a) The Borrower At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add or one or more new tranches of increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments (Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”), provided that at the time of each new tranchesuch request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, a “New Incremental Revolving Facility”) and/or increase the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments), together with the aggregate principal amount of all Permitted First Lien Secured Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (x) $350,000,000 plus (y) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any existing Class reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (each increasey)); provided that (i) the Borrowers may incur unlimited additional Incremental Facilities, a “Revolving Commitment Increase”; together with Permitted First Lien Secured Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any New such Incremental Revolving FacilityCommitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “the First Lien Senior Secured Leverage Ratio shall not exceed 3.25:1.00 (other than to the extent such Incremental Facilities”; , Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt is incurred pursuant to this proviso concurrently with the incurrence of Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt in reliance on clause (x) above, in which case the First Lien Senior Secured Leverage Ratio shall be permitted to exceed 3.25:1.00 to the extent of such Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt is incurred in reliance on such clause (x)) and (ii) for the loans thereunderavoidance of doubt, “Incremental Revolving Loans” Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt may be incurred pursuant to clause (i) of this proviso prior to utilization of the amount set forth in clause (x) above.1.00. Each Incremental Facility shall be in an integral multiple of $1,000,000 and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) be in an aggregate outstanding principal amount that is not to exceed less than $15,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Cap; provided that:Facility shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (af)a) The Borrower may, may at any time after the Closing Date, or from time to time on one or more occasions pursuant after the Effective Date, by written notice delivered to an Incremental Facility Agreementthe First Lien Administrative Agent, request (i) add one or more new tranches Classes of term facilities loans (each new tranche, a “New First Lien Incremental Term Facility”), (ii) and/or increase the principal amount one or more additional term loans of the Term Loans same Class of any existing Class by requesting new commitments of term loans previously entered into pursuant to provide such Term Loans clause (i) (each an “First Lien Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term LoansRevolving Commitment Increase”) and/or (iiiv) add one or more new tranches additional Classes of Incremental Revolving Commitments (each new tranche, a the “New Incremental Additional/Replacement Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving FacilitiesCommitments,” and, together with any First Lien Incremental Term Facility, First Lien Incremental Term Increase and the Incremental Revolving Commitment Increases, the “First Lien Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving LoansLoans thereunder, together with any Incremental Term Loans, the “Incremental Loans”); provided that, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such First Lien Incremental Facility is made or effected, no Event of Default (except, in the case of the incurrence or provision of any First Lien Incremental Facility in connection with a Limited Condition Transaction, no Event of Default at the time of such Limited Condition Transaction) in an shall have occurred and be continuing. Notwithstanding anything to the contrary herein, the aggregate outstanding principal amount of the First Lien Incremental Facilities that can be incurred at any time shall not to exceed the Incremental CapCap at such time. Each First Lien Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in Dollars (unless the Borrower and the First Lien Administrative Agent otherwise agree); provided that:that such amount may be less than $5,000,000 and to the extent such amount represents all the remaining availability under the aggregate principal amount of First Lien Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request to increase the amount of Term Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of increases in the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Credit Commitment Increase”; together with any New Incremental ) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Facility, “Incremental Revolving FacilitiesCredit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; together with the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental Amount, plus (ii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving Pro Forma Effect to any Permitted Acquisition and any other Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities), (A) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are pari passu with the Liens securing the Initial Term Loans, the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed (1) 3.20:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 3.20:1.00 and (y) the First Lien Senior Secured Leverage Ratio immediately prior to the incurrence of such Incremental Facility or Permitted Alternative Incremental Facilities Debt and related transactions, (B) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are junior to the Liens securing the Initial Term Loans, the Total Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed (1) 4.00:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 4.00 to 1.00 and (y) the Total Senior Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions and (C) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt that is unsecured or is secured solely by assets that do not constitute Collateral, either (I) the Total Leverage Ratio for the most recently ended Test Period shall not exceed (x) 4.25:1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (1) 4.25 to 1.00 or (2) the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions or (II) the Interest Coverage Ratio is not less than either (x) 2.00 to 1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the lesser of (1) 2.00 to 1.00 or (2) the Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions; provided, however, that notwithstanding the foregoing the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, in each case, incurred under this clause (C) that is secured by assets that do not constitute Collateral, shall not exceed $25,000,000 (it being understood that Incremental Facilities may be incurred pursuant to this clause (ii) prior to utilization of the Unrestricted Incremental Amount and in all respects subject to Section 1.09(b)) and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (ii), the “Incremental LoansIncurrence Test” and, together with the Unrestricted Incremental Amount, the “Maximum Incremental Facilities Amount”) ). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate outstanding principal amount that is not to exceed less than $5,000,000 in case of Incremental Term Loans or $1,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the Incremental Cap; provided that:applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) The Borrower Borrowers may, at any time after the Closing Datetime, on one or more occasions pursuant deliver a written request to an Incremental Facility Agreement, Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such request to each of the Lenders) to (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of or any existing Class Additional Term Loans by requesting new term loans commitments to provide be added to such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments incremental revolving facilities and/or increase the principal amount of any such tranche of incremental revolving facilities (each new trancheeach, a an “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loansand, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed exceed, as of any date of determination, (x) the greater of (I) $238,100,000 and (II) the Consolidated Adjusted EBITDA for the most recently ended Test Period for which financial statements have been delivered in accordance with Section 6.01(b) or 6.01(c), as applicable (the “Incremental Amount”) (less the aggregate principal amount of all Incremental Equivalent Debt incurred or issued in reliance on the Incremental Amount) , plus (y) in the case of any Incremental Facility that effectively extends the Maturity Date or any other maturity date with respect to any Term Facility or any Revolving Facility, an amount equal to the prepayment to be made with respect to the Term Loans, Extended Term Loans and/or Replacement Term Loans and/or the permanent commitment reduction to be made with respect to any Revolving Facility or any Additional Revolving Facility, in each case to be replaced with such Incremental Facility, plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Facility, the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(b) or (c), as applicable, would not exceed 3.30:1.00 (it being understood that for purposes of clause (z) of this Section 2.14(a), (A) any Incremental Revolving Facilities shall be deemed to be fully drawn, (B) if the proceeds of the relevant Incremental Facility will be applied to finance an acquisition or other Investments permitted under this Agreement, compliance with the First Lien Leverage Ratio will be determined as of the date of the execution of the definitive agreement with respect thereto for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(b) or (c), as applicable, and (C) the Cash proceeds of NY\6497185.2 Exhibit 10.1 the relevant Incremental Facility or Incremental Equivalent Debt shall be excluded in calculating the Unrestricted Cash Amount used in determining the First Lien Leverage Ratio) (the amounts described in clauses (x) and (z) above, the “Incremental Cap”) (it being understood that (I) the Borrowers shall be deemed to have used amounts under clause (y) prior to utilization of amounts under clause (x) or (z), and the Borrowers shall be deemed to have used amounts under clause (z) (to the extent compliant therewith) prior to utilization of amounts under clause (x), and (II) Loans may be incurred under both clauses (x) and (z), and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under clause (z) above and then calculation the incurrence under clause (x) above) specifying the amount so requested; provided that:

Incremental Credit Extensions. (a) The Parent Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase increases in the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”); together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with provided that upon the effectiveness of any Incremental Term FacilityAmendment referred to below, “Incremental Facilities”; and the loans thereunder, “Incremental no Default or Event of Default shall exist. Each Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) Commitment Increase shall be in an aggregate outstanding principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases shall not exceed $100,000,000 (such amount, the “Incremental Amount”). Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other lender (any such other lender being called an “Additional Lender”), provided that the Administrative Agent, the Swing Line Lender and each L/C Issuer shall have consented (each such consent not to exceed be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Cap; Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Any Revolving Commitment Increase shall be on the same terms (including, without limitation, with respect to pricing) and treated the same as the existing Facility (including, without limitation, with respect to maturity date thereof) and shall be considered to be part of the Facility, provided that the upfront fees applicable to any Revolving Commitment Increases shall be determined by the Parent Borrower and the lenders thereof. The Incremental Amendment may, without the consent of any other Lenders or Loan Parties, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower shall use the proceeds of the Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in (A) the Revolving Credit Commitments pursuant to this Section 2.14, (x) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that:, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), on request to effect one or more occasions pursuant to an Incremental Facility Agreement, additional revolving credit facility tranches (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Revolving Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”; together with any New the Incremental Revolving FacilityLoans, “Incremental Revolving Facilities” and”) from Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) no Event of Default shall have occurred and be continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenant contained in Section 6.12 (whether or not such covenant is required to be complied with at such time) recomputed as of the last day of the most-recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with any Incremental Term Facilityreasonably detailed calculations demonstrating compliance with clause (B) above, “Incremental Facilities”; (D) in the case of a Revolving Commitment Increase, the maturity date of such Revolving Commitment Increase shall be the Revolving Maturity Date, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date and such Revolving Commitment Increase shall be on the loans thereundersame terms governing the Revolving Commitments pursuant to this Agreement, “Incremental Revolving Loans” and (E) in the case of any Incremental Revolving Loans, together with the maturity date thereof shall be no earlier than the Revolving Maturity Date and such Incremental Revolving Loans shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date, (F) the interest rate margins applicable to any Incremental Term Revolving Loans shall be determined by the Borrower and the lenders thereunder; provided that in the event that the interest rate margins for any Incremental Revolving Loans, on or prior to the date that is eighteen months after the Effective Date, are higher than the interest rate margins for the Revolving Loans by more than 50 basis points, then the interest rate margins for the Revolving Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such Incremental Revolving Loans minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the Incremental Revolving Loans incurred pursuant to such Incremental Revolving Facility and the Revolving Loans, (x) original issue discount (“Incremental LoansOID”) or upfront fees (which shall be deemed to constitute like amounts of OID for purposes of this determination) payable by the Borrower to the Revolving Lenders or any Additional Revolving Lenders (with OID being equated to interest based on assumed four-year life to maturity), (y) custom ary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective Affiliates) in connection with this Agreement or to one or more arrangers (or their Affiliates) of any Revolving Commitment Increase shall be excluded and (z) if the Revolving Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Revolving Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Revolving Loans shall be required, to the extent an increase in the interest rate floor in the Revolving Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Revolving Loans shall be increased by such increased amount, and (G) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Lenders with the applicable Incremental Revolving Facilities; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (F) above), they shall be reasonably satisfactory to the Administrative Agent; provided, further, that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Incremental Revolving Facility without its written consent. Notwithstanding anything to contrary herein, the sum of (i) the aggregate outstanding principal amount of the Incremental Revolving Facilities, (ii) the aggregate principal amount of all Term Commitment Increases incurred after the Effective Date and (iii) the aggregate principal amount of all Additional Notes issued after the Effective Date pursuant to Section 6.01(a)(xxiii) shall not to exceed the Incremental Cap. Each Incremental Revolving Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that:that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Revolving Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower Borrowers may, at any time after the Closing Datetime, on one or more occasions pursuant to an Incremental Facility Agreement, Amendment (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each any such new tranche or increase, a an “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed exceed, with respect to any Incremental Loans established after the Amendment No. 2 Closing Date, the Incremental Cap; provided that:: Authority; and (ii) no Borrower has or will directly or, to its knowledge, indirectly, use the proceeds of the Initial Term Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA or any applicable anti-corruption Requirement of Law of any Governmental Authority. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to Sanctions, anti-terrorism, anti-corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

Incremental Credit Extensions. (a) The Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent, specifying which Class or Classes of Loans are affected (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more occasions pursuant to an additional Series of first-lien term loans under this Section 2.24 (the “Incremental Facility AgreementFirst-Lien Term Loans”), (iii) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase increases in the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class under this Section 2.24 (each such increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental First-Lien Term FacilityLoans, a “First-Lien Credit Increase”) or (iii) one or more additional Series of second-lien term loans under this Section 2.24 (the “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Second-Lien Term Loans” and any Incremental Revolving Loansand, together with any First-Lien Credit Increase, a “Credit Increase”); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist. Each Credit Increase shall be in an aggregate principal amount that is not less than $25,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is reasonably acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the First-Lien Credit Increases incurred after the First Amendment Effective Date shall not exceed the maximum amount at the time of such proposed Credit Increase that could be incurred such that after giving pro forma effect to such First-Lien Credit Increase, the Senior Secured Net Leverage Ratio does not exceed 5.00:1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent. Each Incremental First-Lien Term Loan (1) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the First-Lien Term Loans and shall rank pari passu in right of payment and senior in right of security to the Second-Lien Term Loans, “(2) shall not mature earlier than the Latest Maturity Date applicable to First-Lien Term Loans then in effect, (3) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of any Class of the First-Lien Term Loans (without giving effect to annual amortization on any Incremental Loans”) First-Lien Term Loans not in an aggregate outstanding excess of 1% of the principal amount thereof), (4) shall be treated in the same manner as the First-Lien Term Loans for purposes of Section 2.13(e), Section 2.13(g) and Section 2.17(b), (5) the interest rates and amortization schedule applicable to any Incremental First-Lien Term Loans shall be determined by the Borrower and the Lenders thereunder, and (6) subject to the above, any terms for Incremental First-Lien Term Loans that are inconsistent with the then-existing First-Lien Term Loans shall be reasonably satisfactory to the Administrative Agent. Each Incremental Second-Lien Term Loan (1) shall rank pari passu in right of payment and of security with the Second-Lien Term Loans and shall rank pari passu in right of payment and junior in right of security to the Revolving Credit Loans and the First-Lien Term Loans, (2) shall not mature earlier than the Second-Lien Term Loan Maturity Date, (3) shall have a Weighted Average Life to exceed Maturity not shorter than the Incremental Cap; provided that:remaining Weighted Average Life to Maturity of the Second-Lien Term Loans, (4) shall be treated in the same manner as the Second-Lien Term Loans for purposes of Section 113

Incremental Credit Extensions. (a) The Lux Borrower and, the Co-Borrower and, to the extent applicable, the Canadian Borrower and/or the Irish Borrower, may, at any by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Closing Date, on one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New request Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increaseA Loan Commitments, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) B Loan Commitments and/or (ii) add one or more new tranches of Incremental Revolving Commitments (Commitments, as applicable, in each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; case denominated in Dollars and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental CapAmount (or, in the case of Par Acquisition Incremental Commitments and Loans, the Par Incremental Amount) from one or more Incremental Term A Lenders, Incremental Term B Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender, but shall be required to be Persons which would qualify as assignees of a Lender in accordance with Section 9.04) willing to provide such Incremental Term A Loans, Incremental Term B Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $10,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments are requested to become effective, (iii) in the case of Incremental Revolving Commitments, whether such Incremental Revolving Commitments are to constitute an increase to the Dollar Tranche Commitments or Multicurrency Tranche Commitments; provided that:, where multiple Classes of Revolving Commitments exist with different Maturity Dates, any Incremental Revolving Commitments shall constitute and increase to the Class of Revolving Commitments with the Latest Maturity Date, (iv) in the case of Incremental Term A Loan Commitments, whether such Incremental Term A Loan Commitments are commitments to make term loans with the same interest rates, amortization, maturity and other terms as the Class of Term A Loans with the Latest Maturity Date or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term A Loans (“Other Term A Loans”) and (v) in the case of Incremental Term B Loan Commitments, whether such Incremental Term B Loan Commitments are commitments to make term loans with the same interest rates, amortization, maturity and other terms as the Class of Term B Loans with the Latest Maturity Date or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Other Term B Loans”).

Incremental Credit Extensions. (ai) The Borrower mayBorrowers may from time to time after the Effective Date request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $500,000,000, (B) the aggregate amount of Revolving Credit Commitments shall not exceed $1,500,000,000 at any time and (C) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by forwarding its commitment therefor to the Administrative Agent in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Closing DateParent Borrower, on one allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or more occasions pursuant Approved Fund, the Revolving Credit Commitment Increase commitments to an Incremental Facility Agreementbe made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, (i) add one or more new tranches it may, after consultation with the Parent Borrower, allocate to Eligible Assignees any excess of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal proposed amount of such Revolving Credit Commitment Increase agreed with the Term Loans Parent Borrower over the aggregate amounts of any the commitments received from existing Class Lenders or their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by requesting new commitments to provide such Term Loans the Parent Borrower and the Administrative Agent (each increaseeach, an “Incremental Increase FacilityCredit Extension Date”; together with ), which shall be in any case on the date of satisfaction of the conditions precedent set forth in Section 4.4. The Administrative Agent shall notify the Lenders and the Parent Borrower, on or before 1:00 p.m., New Incremental Term FacilityYork City time, “Incremental Term Facilities” and any loans made pursuant to on the Business Day following an Incremental Term Facilities, “Incremental Term Loans”) and/or Credit Extension Date of the effectiveness of a Revolving Credit Commitment Increase and shall record in the Register all applicable additional information in respect of such Revolving Credit Commitment Increase. (ii) add one or more new tranches of Incremental (A) The commitments under each Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount Credit Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall become a Lender with respect to the Revolving Credit Commitments of and all matters relating thereto and (C) the commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Incremental Credit Extension Date for any existing Class (each increase, a “Revolving Credit Commitment Increase”; together with any New , each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Lender having Revolving Loans outstanding on such Incremental Credit Extension Date, without recourse or warranty and pursuant to an Assignment and Acceptance, an undivided interest and participation, to the extent of such Lender’s Ratable Portion of the new Revolving FacilityCredit Commitments (after giving effect to such Revolving Credit Commitment Increase), “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and in the loans thereunder, “Incremental Revolving Loans” and any Incremental aggregate outstanding Revolving Loans, together with any Incremental Term Loansso as to ensure that, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed on the Incremental Cap; provided that:Credit Extension Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Lender is owed only its Ratable Portion of the Revolving Loans on such Incremental Credit Extension Date. On each Incremental Credit Extension Date, Schedule I hereof shall be amended and restated by the Administrative Agent and the Parent Borrower (notwithstanding anything in Section 10.1 to the contrary) to set forth all Lenders and their respective Revolving Credit Commitments and Scheduled Maturity Dates after giving effect to such Revolving Credit Commitment Increase. EXHIBIT 10.1 ANNEX A

Incremental Credit Extensions. (a) The Borrower may, at any time after the Closing Datetime, on one or more occasions pursuant to an Incremental Facility Agreement, Amendment (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that:: (i) no Incremental Commitment in respect of any Incremental Term Facility may be in an amount that is less than $5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree), (ii) except as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender, (iii) no Incremental Facility or Incremental Term Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Commitment or Incremental Term Loan, (iv) except as otherwise permitted herein, the terms of any Incremental Term Facility (other than any terms which are applicable only after the Maturity Date of any then-existing tranche of Loans) must be substantially consistent with those applicable to any then-existing Loans or otherwise reasonably acceptable to the Administrative Agent, (v) the Effective Yield (and the components thereof) applicable to any Incremental Facility may be determined by the Borrower and the lender or lenders providing such Incremental Facility; provided that, in the case of any Incremental Term Facility that is pari passu with the Initial Term Loans in right of payment and with respect to security, the Effective Yield applicable thereto may not be more than 0.50% higher than the Effective Yield applicable to the Initial Term Loans unless the Applicable Rate with respect to the Initial Term Loans is adjusted to be equal to the Effective Yield with respect to such Incremental Facility, minus 0.50%, (vi) the final maturity date with respect to any Incremental Term Loans shall be no earlier than the Latest Term Loan Maturity Date at the time of incurrence thereof, 58

Incremental Credit Extensions. (a) The Borrower At any time and from time to time, subject to the terms and conditions set forth herein, the Loan Parties may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities loans (each new trancheany such additional tranche of term loans, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments under the Revolving Credit Facility (iia “Revolving Credit Commitment Increase”) add and/or the establishment of one or more new tranches of revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment IncreaseCommitments”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any the Incremental Term FacilityLoans, the “Incremental Facilities”; ). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loanstime of incurrence), together with any Incremental Term Loans, “Incremental Loans”) in an the aggregate outstanding principal amount of all Incremental Equivalent Debt and Indebtedness incurred in reliance on Section 7.03(r)(ii)(A), shall not to exceed the Incremental Cap; . Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured only by (and on an equal or junior priority basis with) the Collateral securing, all of the other Loan Obligations under this Agreement (provided that:, in the case of any Incremental Facility that is funded into Escrow, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow) and shall be subject to an Acceptable Intercreditor Agreement.

Incremental Credit Extensions. (a) The Borrower may, at any time after the Closing Datetime, on one or more occasions pursuant to an Incremental Facility Agreement, Amendment (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new term loans commitments to provide such Term Loans (each any such new tranche or increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesFacility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) incremental revolving facilities and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each any such new tranche or increase, a an “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loansand, together with any Incremental Term Loans, “Incremental Loans”) ), in each case, which may be obtained in Dollars or Euros as may be agreed between the Borrower and the lenders providing the applicable Incremental Facility, in an aggregate outstanding principal amount not to exceed (x) $150,000,000 (the “Fixed Incremental Amount”) less (i) the aggregate principal amount of all Incremental Equivalent Debt incurred or issued in reliance on the Fixed Incremental Amount (or any Replacement Term Loans or Replacement Revolving Facilities incurred or issued pursuant to Section 9.02(c) in reliance on the Fixed Incremental Amount) and (ii) the aggregate principal amount of “Incremental Loans” and “Incremental Equivalent Debt” (each as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility) incurred or issued in reliance on the Fixed Incremental Amount (as defined in the Second Lien Credit Agreement (or any equivalent term under any other documentation governing any Second Lien Facility)), or any “Replacement Loans” (as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility) incurred or issued pursuant to Section 9.02(c) of the Second Lien Credit Agreement (or any similar provision under any documentation governing any Second Lien Facility) in reliance on the “Fixed Incremental Amount” (as defined in the Second Lien Credit Agreement or any equivalent term under any other documentation governing any Second Lien Facility), plus (y) (i) in the case of any Incremental Facility that effectively extends the Maturity Date with respect to any Class of Term Loans or Revolving Credit Commitments hereunder, an amount equal to the portion of the relevant Class of such Term Loans or Revolving Credit Commitments that will be replaced by such Incremental Facility, (ii) in the case of an Incremental Facility that effectively replaces any Revolving Credit Commitments terminated under Section 2.18(b), an amount equal to the portion of the relevant terminated Revolving Credit Commitments and (iii) the amount of any voluntary prepayment of any Term Loans and/or any permanent reduction of the Revolving Credit Commitments (other than in connection with a refinancing or replacement thereof); provided that, in the case of clause (y)(iii), the relevant prepayment or reduction is not funded or effected with any long-term indebtedness (other than any Revolving Loan or Swingline Loan), plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Facility, (i) in the case of any Incremental Facility that is secured by a Lien on the Collateral that is pari passu with the Liens securing the Secured Obligations, the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 3.50:1.00, (ii) in the case of any Incremental Facility that is secured by a Lien on the Collateral that is junior to the Liens securing the Secured Obligations, the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 4.50:1.00 and (iii) in the case of any Incremental Facility that is unsecured, the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 4.75:1.00 (it being understood that for purposes of clause (z) of this Section 2.22(a), (A) any Incremental Revolving Facilities shall be deemed to be fully drawn, (B) if the proceeds of the relevant Incremental Facility will be applied to finance an acquisition or other Investments permitted under this Agreement, compliance with the First Lien Leverage Ratio, the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable, will be determined as of the date of the execution of the definitive agreement with respect thereto for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (C) the Cash proceeds of the relevant Incremental Facility or Incremental Equivalent Debt shall be excluded in calculating the Unrestricted Cash Amount used in determining the First Lien Leverage Ratio, the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable) (the amounts described in clauses (x) and (z) above, the “Incremental Cap”); provided that:

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one or more occasions pursuant request to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities A loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any A Loans”) or term B loans made pursuant to an (the “Incremental Term FacilitiesB Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”) and/or (ii) add ), one or more new increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches of (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (each new tranche, a the “New Incremental Revolving FacilityCommitments”) and/or increase ; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments), shall not exceed the greater of (i) the sum of (x) $200,000,000 plus (y) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any existing Class reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (each increasey)) and (ii) an unlimited amount so long as, a “Revolving Commitment Increase”; together with after giving Pro Forma Effect thereto (assuming that any New such Incremental Revolving Facility, “Facilities or Incremental Revolving Facilities” andCommitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount First Lien Net Leverage Ratio does not to exceed the Incremental Cap; provided that:4.00:1.00.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request to increase the amount of Term B-2 Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term B-2 Loans (each increaseor additional tranche of term loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments under any Revolving Credit Facility (iia “Revolving Credit Commitment Increase”) add and/or the establishment of one or more new tranches of revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments (Credit Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”), provided that at the time of each new tranchesuch request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, a “New Incremental Revolving Facility”) and/or increase the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) $2,225,000,000 plus (ii) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New such Incremental Term Loans or Incremental Revolving FacilityCredit Commitments), “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “the First Lien Senior Secured Leverage Ratio shall not exceed 4.75:1.00 (other than to the extent such Incremental Facilities”, Permitted Credit Facilities Acquisition Debt and/or Permitted Alternative Incremental Facilities Debt is incurred pursuant to this clause (iii) concurrently with the incurrence of Incremental Facilities, Permitted Credit Facilities Acquisition Debt and/or Permitted Alternative Incremental Facilities Debt in reliance on clause (i) above, in which case the First Lien Senior Secured Leverage Ratio shall be permitted to exceed 4.75:1.00 to the extent of such Incremental Facilities, Permitted Credit Facilities Acquisition Debt and/or Permitted Alternative Incremental Facilities Debt incurred in reliance on such clause (i)); provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the loans thereunder, “amount set forth in clause (i) above. Each Incremental Revolving Loans” Facility shall be in an integral multiple of $5,000,000 and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) be in an aggregate outstanding principal amount that is not to exceed less than $50,000,000 in case of Incremental Term Loans or $25,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Cap; provided that:Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) The Parent Borrower may, may at any time or from time to time after the Closing Date, on by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches additional Classes of term facilities loans in the form of term A loans as reasonably determined by the Parent Borrower (each new tranche, a “New Tranche A Incremental Term FacilityLoans”) and/or increase the principal amount or other term loans (“Tranche B-2 Incremental Term Loans”) or increases to existing Classes of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increasea “Term Loan Increase” and collectively, an “Incremental Increase Facility”; together with any New the Tranche A Incremental Term Facility, “Loans and Tranche B-2 Incremental Term Facilities” and any loans made pursuant to an Incremental Term FacilitiesLoans, the “Incremental Term Loans”) and/or or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase increases in the aggregate amount of the Revolving Credit Commitments of any existing Class (each such increase, a “Revolving Commitment Increase”; together ) or one or more additional Classes of revolving credit commitments under this Agreement (any such new commitment, collectively with any New Incremental Revolving FacilityCommitment Increase, the “Incremental Revolving Facilities” andCredit Commitments”, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with Credit Commitments or any Incremental Term Loans, a “Credit Increase”); provided upon the effectiveness of any Incremental Loans”Amendment referred to below, no Event of Default shall exist (or, in the case of any Credit Increase incurred to finance a Limited Condition Acquisition, no Event of Default (as determined in accordance with Section 1.11(d)) shall exist on the LCA Test Date and no Specified Default shall exist on the date that such Credit Increase becomes effective). Each Credit Increase shall be in an aggregate outstanding principal amount that is not less than $25,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases plus the aggregate principal amount of Incremental Equivalent Debt incurred shall not exceed the sum of (x) $450,000,000 plus (y) the maximum amount at the time of such proposed Credit Increase (or incurrence of Incremental Equivalent Debt) that could be incurred such that after giving pro forma effect to such Credit Increase (or incurrence of Incremental Equivalent Debt) (assuming that all Incremental Revolving Credit Commitments are fully drawn and excluding the cash proceeds of any such Credit Increase for purposes of netting; provided, that to the extent the proceeds thereof are used to repay Indebtedness, pro forma effect shall be given to such repayment of Indebtedness), the First Lien Net Leverage Ratio does not exceed 3.30 to 1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent (it being understood that Credit Increases may be incurred under both clauses (x) and (y), and proceeds from any such incurrence under both clauses (x) and (y) may be utilized in a single transaction by first calculating the incurrence under clause (y) above and then calculating the incurrence under clause (x) and, for the avoidance of doubt, any such incurrence under clause (x) shall not be given pro forma effect for purposes of determining the First Lien Net Leverage Ratio for purposes of effectuating the incurrence under clause (y) in such single transaction) plus (z) the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 (which reduction, in the case of prepayments pursuant to Section 2.12(f), shall be limited to the cash amount paid) and the aggregate amount of Incremental Equivalent Debt voluntarily repaid (to the extent, in the case of any revolving Incremental Equivalent Debt, accompanied by a permanent reduction of the applicable revolving commitments), in each case in this clause (z), other than prepayments of Credit Increases or Incremental Equivalent Debt incurred under (y) of the Incremental Cap (such amount, the “Incremental Cap”). Each Incremental Term Loan (1) shall rank pari passu in right of payment and of security with the Revolving Loans and the then-existing Term Loans, (2) shall not mature earlier than the then latest Term Loan Maturity Date applicable to the Tranche A Term Loans in the case of Tranche A Incremental Term Loans or applicable to the Tranche B-2 Term Loans in the case of Tranche B-2 Incremental Term Loans, (3) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Tranche A Term Loans in the case of Tranche A Incremental Term Loans or the then-existing Tranche B-2 Term Loans in the case of Tranche B-2 Incremental Term Loans and (4) shall be treated in the same manner as the Term Loans for purposes of Section 2.13(e) and Section 2.17(b). Each Incremental Revolving Credit Commitment (1) shall rank pari passu in right of payment and of security with the Revolving Loans and the then-existing Term Loans, (2) shall not mature earlier than the then latest Revolving Credit Maturity Date, (3) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Revolving Credit Commitments and (4) shall be treated in the same manner as the Revolving Credit Commitments for purposes of Section 2.17(b). Each notice from the Parent Borrower pursuant to this Section 2.24 shall set forth the requested amount and proposed terms of the relevant Credit Increases. Incremental Term Loans may be made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to exceed be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Credit Commitments, if such consent would be required under Section 9.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. The Arrangers agree, upon the request of the Parent Borrower and pursuant to mutually satisfactory engagement and compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such requested Incremental CapTerm Loans or Incremental Revolving Credit Commitments; provided that:that the Arrangers’ agreement to use such efforts does not constitute a commitment to provide any such requested Incremental Term Loans or Incremental Revolving Credit Commitments. With respect to Incremental Term Loans, any Affiliated Lender providing an Incremental Term Loan shall be subject to the same restrictions set forth in Section 9.04(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans.

Incremental Credit Extensions. (a) The Borrower maySubject to Section 2.14(f), (including the priorities applicable to the Priority Payment Obligations), at any time after and from time to time, subject to the Closing Dateterms and conditions set forth herein, on one the Company or more occasions pursuant any Subsidiary Guarantor may, by written notice to an Incremental Facility Agreementthe Administrative Agents and the Blackstone Representative (whereupon the Administrative Agents shall promptly deliver a copy to each of the Lenders), (i) request to increase the amount of any Class of Initial Term Loans or add one or more new additional tranches of term facilities loans (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the any such Initial Term Loans or additional tranche of any existing Class by requesting new commitments to provide such Term Loans (each increaseterm loans, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, the “Incremental Term Loans”) and/or one or more increases in the Revolving Credit Commitments (iia “Revolving Credit Commitment Increase”) add and/or the establishment of one or more new tranches of revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments (each new trancheand, a “New to the extent constituting Priority Payment Obligations, Additional Revolving Credit Commitments, Revolving Credit Commitment Increases and Incremental Revolving FacilityCredit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the greater of (x) $45.0 million and (y) 75.0% of LTM EBITDA (such amount, the “Incremental Starter Amount”) and/or increase plus (ii) (I) the aggregate amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Obligations, (y) secured on a junior lien basis with the Obligations or (z) unsecured, and solely to the extent it was, in the case of clause (y) or (z), originally incurred pursuant to the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) (to the extent such Indebtedness is retired rather than assigned) and voluntary permanent reductions of the Revolving Credit Commitments of effected after the Closing Date (in each case, including pursuant to debt buy-backs made by Holdings or any existing Class (each increaseRestricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding amount equal to the principal amount not to exceed thereof, but excluding (A) any prepayment with the Incremental Cap; provided that:proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the 128 #95598837v24

Incremental Credit Extensions. (a) The Borrower may, Borrowers may at any time or from time to time after the Closing Date, on by notice by the Parent Borrower to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase increases in the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class under either the U.S. Subfacility or the Dutch Subfacility (each such increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility” or, “Incremental Revolving Facilities” and, together with any Incremental Term Facilitycollectively, “Incremental Facilities”); provided that (i) any Revolving Commitment Increase for the U.S. Subfacility shall be on the terms (including the Latest Maturity Date of any Class of Commitments under such Subfacility) and pursuant to the documentation applicable to the U.S. Subfacility, (ii) any Revolving Commitment Increase for the Dutch Subfacility shall be on the terms (including the Latest Maturity Date of any Class of Commitments under such Subfacility) and pursuant to the documentation applicable to the Dutch Subfacility, (iii) each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $100,000,000 (the “Incremental Availability”) and (iv) upon the effectiveness of any Incremental Amendment referred to below, no Default shall have occurred and be continuing. Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Incremental Facilities), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Incremental Facilities if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the loans thereunderAdministrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers shall use Incremental Facilities for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Loans” Credit Commitments under any Subfacility pursuant to this Section 2.14, (x) each Lender under such Subfacility immediately prior to such increase will automatically and any Incremental without further act be deemed to have assigned to each Lender providing a portion of the Revolving Loans, together with any Incremental Term Loans, Commitment Increase (each a “Incremental LoansRevolving Commitment Increase Lender”) in an respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans (in case of the Revolving Commitment Increase under the U.S. Subfacility only) under such Subfacility such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding principal amount (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders under such Subfacility represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding under such Subfacility, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments under such Subfacility), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the Incremental Cap; provided that:transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, at any time after by notice to the Closing DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), on one request to increase the amount of Term Loans or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new additional tranches of term facilities loans (any such Term Loans or additional tranche of term loans, the “Incremental Term Loans” or the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental Second Lien Amount minus the aggregate principal amount of “Incremental Term Loans” and “Permitted Alternative Incremental Facilities Debt” incurred under the Unrestricted Incremental First Lien Amount (each new trancheas defined in the First Lien Credit Agreement) plus (ii) the amount of any voluntary prepayments, a “New Incremental Term Facility”) and/or increase the principal amount repurchases, redemptions or other retirements of the Term Loans and without duplication of amounts incurred under Section 2.14 of the First Lien Credit Agreement as a result of any existing Class by requesting new commitments to provide such prepayment or commitment reduction, voluntary prepayment of Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made as defined in the First Lien Credit Agreement) effected after the Closing Date (including pursuant to debt buy-backs made by any Parent, the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder and (B) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the ABL Facility or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Term FacilitiesFacilities and Permitted Alternative Incremental Facilities Debt so long as, “after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans”), the Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed 5.00:1.00 (other than (x) amounts incurred concurrently with the incurrence of Indebtedness incurred in reliance on the Unrestricted Incremental Second Lien Amount and/or the Voluntary Prepayment Amount and (iiy) add one amounts incurred concurrently or more new tranches substantially concurrently with the incurrence of Incremental Revolving Commitments (each new trancheIndebtedness pursuant to drawings under the ABL Facility, in which case the Senior Secured Leverage Ratio may exceed 5.00:1.00, as a “New Incremental Revolving Facility”) and/or increase the aggregate amount result of the Revolving Credit Commitments incurrence of any existing Class such amounts, and it being understood that Incremental Facilities may be incurred pursuant to this clause (each increaseiii) prior to utilization of the Unrestricted Incremental Second Lien Amount and the Voluntary Prepayment Amount) (this clause (iii), a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, the “Incremental Revolving Facilities” and, together with any Incurrence Test”). Each Incremental Term Facility, “Incremental Facilities”; Facility shall be in an integral multiple of $1,000,000 and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) be in an aggregate outstanding principal amount that is not to exceed less than $5,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Cap; provided that:Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (a) The Borrower may, at any time after the Eighth Amendment Closing Date, on one or more occasions pursuant to an Incremental Facility Agreement, (i) add one or more new tranches of term facilities (each new tranche, a “New Incremental Term Facility”) and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (each increase, an “Incremental Increase Facility”; together with any New Incremental Term Facility, “Incremental Term Facilities” and any loans made pursuant to an Incremental Term Facilities, “Incremental Term Loans”) and/or (ii) add one or more new tranches of Incremental Revolving Commitments (each new tranche, a “New Incremental Revolving Facility”) and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (each increase, a “Revolving Commitment Increase”; together with any New Incremental Revolving Facility, “Incremental Revolving Facilities” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate outstanding principal amount not to exceed the Incremental Cap; provided that: