Common use of Incremental Credit Extensions Clause in Contracts

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) may, by written notice to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Escrow Release Date, request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 be continuing; (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Borrower may, at any time or from time to time after the Closing Date, 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 Escrow Release Date), request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount additional tranches of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective term loans (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6; provided, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto), subject to Section 2.13(d), (i) no Default or Event of Default shall be continuing; exist and (ii) after giving effect the Borrower shall be in Pro Forma Compliance with the financial covenant in Section 7.08. Each tranche of Incremental Term Loans shall be in an aggregate 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 or if the Administrative Agent consents to such Incremental Term Loan Commitmentslesser amount). Notwithstanding anything to the contrary herein, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds aggregate amount of the Incremental Term Loans (other than, for the avoidance of doubt, those established in respect of Extended Term Loans pursuant to Section 2.15) shall not exceed the Maximum Incremental Term Loan Amount. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (ii) shall not mature earlier than the Maturity Date with respect to the Term Loans, (iii) shall not have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Term Loans, (iv) shall be entitled to share in mandatory and voluntary prepayments on a ratable (or less than ratable, but in no event greater than ratable) basis with the Term Loans, and (v) shall bear interest at rates and be entitled to upfront fees as shall be determined by the Borrower and the applicable new Lenders; provided, however, that if the All-In Yield with respect to any such Incremental Term Loans (except for Incremental Term Loans having a maturity date and a Weighted Average Life to Maturity that are each two years or more later than the Maturity Date and the remaining Weighted Average Life to Maturity of the Term Loans) shall exceed the All-In Yield with respect to the Term Loans by more than 50 basis points, then the interest rate margins applicable to the Term Loans shall be increased so that such excess shall be only 50 basis points. The Incremental Term Loans shall otherwise be on terms and pursuant to documentation to be used determined by the Borrower; provided that, to finance an Acquisitionthe extent such terms and documentation are not consistent with the Term Facility with respect to periods on or prior to the Maturity Date thereof (except to the extent permitted by clauses (i) through (v) above), such representations they shall be limited reasonably satisfactory to the Specified Representations Administrative Agent (it being understood to the extent that any financial maintenance covenant is added or a restrictive covenant is made more restrictive for the benefit of any Incremental Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added or similarly made more restrictive for the benefit of any corresponding existing Term Loans or is made applicable only after the Maturity Date of the Term Loans) and Specified Acquisition Agreement Representationssubject to clauses (ii) and (iii) above, the amortization schedule (if any) applicable to the Incremental Term Loans shall be determined by the Borrower and the Lenders thereof. (c) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term 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 received customary legal opinions, board resolutions and officers’ certificates consistent consented (with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheldwithheld or delayed) and furnished to such Additional Lender’s making such Incremental Term Loans if such consent would be required under Section 10.06(b) for an assignment of Term Loans to such Additional Lender. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other parties hereto. (d) 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 mayshall, without the consent of Parent Borrower, the Agents or any other Loan Party, Agent or the Lenders, effect such amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, Borrower to effect the provisions of this Section 2.82.13, including without limitation to incorporate the applicable lenders in respect of Incremental Term Loans as “Lenders”, and the Incremental Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definitions of Required Lenders and Required Class Lenders and to establish any tranche of Incremental Term Loans as an independent Class or Facility, as applicable. The effectiveness of any Incremental Amendment shall be subject to such further conditions as the Borrower and the applicable Borrowers will Lenders and Additional Lenders shall agree. The Borrower may use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans Loans, unless it so agrees. . (d) Notwithstanding anything to the contrary in this Section 2.13 or in Article IV or otherwise in this Agreement, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis. (e) The effectiveness of any Incremental Amendment shall be subject to, if requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate, including to reflect any Incremental Term Loans provided on a “certain funds” basis) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans are provided with the benefit of the applicable Loan Documents. (f) This Section 2.8 2.13 shall supersede any provisions in Section 2.7 2.12 or 12.3 10.01 to the contrary.

Incremental Credit Extensions. (a) One Until the eighteen (18) month anniversary of the Closing Date and so long as (x) the Delayed Draw Term Commitments have been fully funded prior to, or more Borrowers at the time of, the addition of any Incremental Facility and (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which y) the Incremental Term Commitments are requested) Loan Conditions shall have been satisfied, subject to the terms and conditions set forth herein, the Borrower may, 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 Escrow Release Date), request Incremental to increase the amount of Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from Loans or add one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount additional tranches of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from (any such Term Loans or additional tranche of term loans, the Term B Loans (“Incremental Term Loans”). The proceeds Notwithstanding anything to contrary herein, the aggregate amount of all Incremental Facilities (determined at the time of incurrence) shall not exceed $100,000,000. 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, 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 is incurred in connection with a Permitted Acquisition. Each Incremental 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. (b) Any Incremental Term Loans (i) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the then-existing Term Loans, (ii) shall have interest rate margins and (subject to clauses (iii) and (iv)) amortization schedule as determined by the Borrower and the lenders thereunder (provided that, if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) payable to all lenders providing such Incremental Term Loans (but excluding customary arrangement or commitment fees payable to any arranger or bookrunner or their Affiliates in connection therewith)) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) payable to all Lenders providing the then-existing Term Loans (but excluding customary arrangement or commitment fees payable to any arranger, bookrunner or agent or their Affiliates in connection therewith)) relating to any then-existing Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, the Applicable Rate relating to such Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) payable to all lenders providing such Incremental Term Loans (but excluding customary arrangement or commitment fees payable to any arranger or bookrunner or their Affiliates in connection therewith)) relating to such Incremental Term Loans minus 0.50%; provided that, if the Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under such Term Loans, such differential between interest rate floors shall be equated to the Applicable Rate for purposes of determining whether an increase to the Applicable Rate under such Term Loans shall be required, but only to the extent an increase in the interest rate floor in such Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate) applicable to such Term Loans shall be increased to the extent of such differential between interest rate floors), (iii) any Incremental Term Loan shall not have a final maturity date earlier than the Maturity Date applicable to the then-existing Term Loans, (iv) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-existing Term Loans, (v) any Incremental Term Loans shall not be used to make Restricted Payments secured only by the Collateral on an equal priority basis, (vi) except as otherwise required or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that permitted in clauses (i) except as to pricing, amortization and final maturity date through (which shall, subject to clause (iiv) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion)above, the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than on terms and pursuant to documentation to be determined by the Borrower and the Lenders and/or the Additional Lenders providing such Incremental Term Loans and shall, at all times prior to the Latest Maturity Date then in effect at the time of such incurrence, be substantially consistent with the terms of then-existing Term Loans; provided that such terms may be inconsistent with the terms of the then existing Term Loans if reasonably satisfactory to the Administrative Agent (it being understood that no consent shall be required from the Administrative Agent for terms or conditions that are more restrictive than the terms or conditions of the then-existing Term Loans if the Lenders receive the benefit of such terms or conditions through their addition to the then-existing Term Loans or to the extent that they apply solely to periods following the Maturity Date with respect to the then-existing Term Loans); and (vii) no Event of Default has occurred and is continuing (or if the proceeds of such Incremental Facility are to be used, in whole or in part, to finance a Permitted Acquisition, no Default or Event of Default shall result therefrom). (c) Each notice from the Borrower pursuant to this Section 2.12 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans are establishedLoans. Any additional bank, andfinancial institution, (iii) the Weighted Average Life existing Lender or other Person that elects to Maturity of any extend Incremental Term Loans shall be no shorter than reasonably satisfactory to the remaining Weighted Average Life Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to Maturity of an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the Term B Loansother Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar Rate Incremental Term Loans (or 2.00% in the case of Base Rate Incremental Term Loansmay be provided by an Affiliated Lender unless, shall be equated to interest rate margin for purposes of this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 be continuing; (ii) after giving effect to such Incremental Term Loan CommitmentsLoans, the conditions aggregate Outstanding Amount of Section 4.2(aall Term Loans that are held by Affiliated Lenders (other than Affiliated Debt Funds) does not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding. Existing Lenders as of such time shall first be offered an opportunity to provide or participate in such additional tranches of loans or increases to existing tranches of loans on a pro rata basis (or less than pro rata basis at the election of each existing Lender); provided, that each existing such Lender shall, to the extent that it intends to provide or participate in such additional tranches of loans or increases to existing tranches of loans, respond as soon as reasonably practicable and in any event within fifteen (15) Business Days after the Borrower makes such offer to such Lender (and if no such response is received by the Borrower within such period, such Lender will be deemed to have declined the opportunity to provide or participate in such additional tranches of loans or increases to existing tranches of loans). No Lender shall be satisfied obligated to provide any Incremental Term Loans, unless it so agrees. Term Commitments in respect of any Incremental Term Loans may become Term Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.12. The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, 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 the making of such LoanCredit Extension” or similar language in such Section 4.2(a) 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Facility Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretoDate). (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) may, by written notice to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Escrow Release Date, request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to (i) make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwiseotherwise or (ii) make Investments in (or otherwise purchase) the Equity Interests of NAI. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 4.2,4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 be continuingcontinuing (except to the extent the proceeds of the Incremental Term Loans are to be used to finance a Designated Acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 8.1(a) or (f) shall be continuing at the time of making such acquisition)); (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an a Designatedan Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One The Borrower may at any time or more Borrowers (which shall include all existing Borrowers with respect from time to an existing Class of Term B Loans for which Incremental Term Commitments are requested) maytime after the Closing Date, 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 Escrow Release Date), request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more additional tranches of term loans to be made hereunder (each, an “Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount DateFacility”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental AmendmentAmendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental 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 that of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Term Loan 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) decline to issue commitments in respect of such Incremental Facility in the 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 after giving effect theretoto issue commitments in an aggregate amount equal to the amount of the Incremental 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 Event of Default Lender shall be continuing; 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 Facility (“Incremental Term Loans”) (a) shall rank pari passu in right of payment and of security with the 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 Amendment”) 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 this Agreement shall not apply to the 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. (b) No Incremental Amendment shall become effective unless and until each of the following conditions has been satisfied or waived: (i) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date (it being understood and agreed that the Borrower’s maintenance of its Incremental Facility request shall be deemed a representation and warranty by the Loan Parties to all Lenders and all Additional Lenders that the condition specified in this subclause (i) is satisfied as of the Incremental Facility Closing Date); (ii) The Loan Parties shall have demonstrated, to the reasonable satisfaction of the Administrative Agent, that both before and after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Amendment and any Incremental Term Loans are to be used to finance an Acquisitionand Investments made in connection therewith, such representations Holdings shall be limited to in compliance with SECTION 6.11(a) on a Pro Forma Basis, as of the Specified Representations and Specified Acquisition Agreement Representations) and last day of the then most recently ended Fiscal Quarter; (iii) The Borrower, Administrative Agent, and each Additional Lender shall have executed and delivered the Incremental Amendment and such other amendments to the Loan Documents as the Administrative Agent shall reasonably require; (iv) The Borrower shall have received customary legal paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the Borrower, such Additional Lenders and the Administrative Agent shall agree; (v) The Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, board resolutions in form and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion substance reasonably satisfactory to the Administrative Agent. , from counsel to the Borrowers and dated such date; (vi) A promissory note (to the extent requested) will be issued at the Borrower’s expense, to each such Additional Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification); and (vii) The Borrower and each Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each Amendment (with each date of the parties hereto hereby agrees that, upon the such effectiveness of any being referred to herein as an “Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretoFacility Closing Date”). (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) may, by written notice to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Escrow Release Date, request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided provided, further that, with respect to any Protected Incremental Term LoansLoansLoan, if the Effective Yield in respect of any such Protected Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 2550 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Protected Incremental Term Loan is no more than 25 2550 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Protected Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 be continuing; (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One The Borrower may at any time or more Borrowers (which shall include all existing Borrowers with respect from time to an existing Class of Term B Loans for which Incremental Term Commitments are requested) maytime after the Closing Date, 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 Escrow Release Date), request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more additional tranches of term loans to be made hereunder (each, an “Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount DateFacility”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental AmendmentAmendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental 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 that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall be continuing; (ii) incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Term Loan CommitmentsFacility, the conditions of Section 4.2(a) Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to determine the effective date of such Incremental Amendment) (except, 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 extent Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the proceeds 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 Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing Facility requested by the Agent with Borrower for which the applicable Borrower’s consent existing Lenders decline to issue commitments (not to be unreasonably withheldeach Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any Incremental Term Loans unless it so agrees. This Section 2.8 such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall supersede any provisions in Section 2.7 or 12.3 be subject to the contrary.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) One The Borrowers may at any time or from time to time after the Closing Date (but no more Borrowers (which shall include all existing Borrowers with respect to an existing Class than twice over the term of Term B Loans for which Incremental Term Commitments are requested) maythis Agreement), 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 Escrow Release Date), request one or more Incremental Term Loan Commitments, as applicable, in an provided that any such request shall be conditioned upon the following: (i) the aggregate amount of Incremental Term Loan Commitments that may be requested by the Borrowers may not exceed $15,000,000; (ii) each notice delivered by the Borrowers to exceed the Administrative Agent shall specify (A) the date on which Borrower proposes that the Incremental Amount from one or Term Loan Commitments shall be effective, which shall be a date not less than 10 days nor more Incremental Term Lenders than 21 days after the date on which such notice is delivered to the Administrative Agent, (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (iB) the amount of the Incremental Term Loan Commitments being requested (which requests shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or equal 1,000,000) and (C) the use of proceeds of the requested Incremental Term Loans; (iii) at the time of any such request, after giving effect to the remaining effectiveness of any Incremental AmountAmendment referred to below and after giving effect to the establishment of the Incremental Term Loan Commitments, the incurrence of the Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iv) the Borrowers shall be in pro forma compliance with the financial covenants set forth in Section 7.2.4 as at the end of the most recent four consecutive fiscal quarter period for which financial statements are required to be delivered pursuant to Section 7.1.1 prior to the date of the making of the Incremental Term Loans (giving effect to the incurrence of the Incremental Term Loans as if it had occurred on the first day of such four consecutive fiscal quarter period and giving effect to any other appropriate pro forma calculations, including any acquisitions or dispositions occurring after the beginning of such four consecutive fiscal quarter period but prior to or simultaneous with the borrowing of such Incremental Term Loans), and in any event calculated in a manner consistent with the financial statements described in Section 6.5. The Incremental Term Loans (iia) shall rank pari passu in right of payment and of security with the date Revolving Loans and the existing Term Loans, (b) shall not mature earlier than the Stated Maturity Date for Term Loans and (c) shall be treated the same as the existing Term Loans (in each case, including with respect to scheduled amortization and mandatory and voluntary prepayments; it being understood that scheduled payments and prepayments shall be applied pro rata to the Incremental Term Loans based on which such the aggregate principal amount of existing Term Loans and Incremental Term Loans then outstanding and in accordance with the terms of Sections 4.7), provided that the interest rates applicable to the Incremental Term Loans (including any original issue discount, fees or other compensation paid in respect thereof) shall be determined by the Borrowers and the lenders thereof. The foregoing notwithstanding, if the effective per annum yield of the Incremental Term Loans exceeds by more than 0.25% per annum the effective per annum yield of the Term Loans already outstanding (taking into consideration applicable interest rates, any original issue discount, fees and all other compensation paid to the lenders (including any existing Lenders) providing the Incremental Term Loans), each Borrower agrees, as a further condition precedent to the establishment of the Incremental Term Loan Commitments are requested and the incurrence of the Incremental Term Loans, to become effective (enter into an amendment to this Agreement, in form and substance satisfactory to the “Increased Amount Date”)Administrative Agent, and (iii) whether to increase the interest rate, fees or other compensation payable to the existing Term Loan Lenders such that the existing Term Loan Lenders receive the same compensation as is to be provided to the lenders providing the Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwiseCommitments. (b) The applicable Borrowers Incremental Term Loan Commitments may be made by any existing Lender (although no Lender shall have any right or obligation to provide an Incremental Term Loan Commitment) or by any other bank or other lender (any such other bank or other lender 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 establishing an Incremental Term Loan Commitment if such consent would be required under Section 10.11 for an assignment of Loans to such Lender or Additional Lender. Each Borrower and each Incremental Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Amendment Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Loan Lender. Each Incremental Amendment Term Loan Assumption Agreement shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive to be made thereunder (which terms, when taken as a wholeto the extent inconsistent with the terms under this Agreement, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) ). As a condition to the final maturity date effectiveness of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are establishedLoan Assumption Agreement, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield all fees and expenses owing in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject been paid to the last paragraph of Section 4.2 and Section 14.13(e)Lenders and/or the Additional Lenders, no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 be continuing; (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendmentapplicable. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental AmendmentTerm Loan Assumption Agreement, Incremental Term Loan Commitments thereunder shall be deemed to be Commitments under this Agreement, and this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments Commitment evidenced therebythereby and any increase to the Applicable Margins required by the foregoing provisions of this Section 2.8. Any such deemed amendment may be memorialized in writing by the Administrative Agent with and the applicable Borrower’s consent (not to be unreasonably withheld) Borrowers and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requestedi) may, by written notice to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders) At any time and from time to time after the Escrow Release Closing Date, 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 Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from effect one or more Incremental Term Lenders revolving credit facility tranches (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount or an increase of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Amount), (iicommitments thereunder) the date on which such Incremental Term Loan Commitments are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term LoansRevolving Facilities”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loansfrom Additional Revolving Lenders; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any 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 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 5.01(a) or (b) and Section 5.01(d), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant 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 Amendment, 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 Revolving Facility shall be continuing; determined by the Borrower and the lenders thereunder, (iiF) after giving effect any Incremental Revolving Facility Amendment shall be on the terms and pursuant to such documentation to be determined by the Borrower and the Additional Revolving Lenders providing the applicable Incremental Term Loan CommitmentsRevolving Facilities and (G) any Incremental Revolving Facility may be provided in any currency as mutually agreed among the Administrative Agent, the conditions of Section 4.2(a) shall be satisfied (it being understood Borrower and the Additional Revolving Lenders; provided that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans such terms and documentation are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates not consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended (except to the extent permitted by clause (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term LoanE) or by any other bank or other financial institution; provided that any such bank or financial institution (G) above), they shall be reasonably satisfactory to the Agent and the Parent BorrowerAdministrative Agent. No Lender Each Incremental Revolving Facility shall be obligated to provide any in a minimum principal amount 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 Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contraryCap.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) may, by written notice to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Escrow Release Date, request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to (i) make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwiseotherwise or (ii) make Investments in (or otherwise purchase) the Equity Interests of NAI. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e)4.2, no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 be continuingcontinuing (except to the extent the proceeds of the Incremental Term Loans are to be used to finance a Designated Acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 8.1(a) or (f) shall be continuing at the time of making such acquisition)); (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an a Designated Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Borrower may, 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 Escrow Release Datetime, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term LoansLoans and/or Incremental Revolving Credit Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $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 make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Other Term Loans”). The proceeds of any ) and/or (b) whether such Incremental Term Loans shall not Revolving Credit Commitments are to be used Revolving Credit Commitments or commitments to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwiserevolving loans with pricing and/or amortization terms and/or maturity and/or other terms different from the Revolving Credit Loans (“Other Revolving Loans”). (b) The applicable Borrowers Borrower and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Credit Commitments; provided provided, that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding same terms as the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term Loans shall be no earlier than the Latest Maturity Date at of the time such Incremental Term Loans are established, andLoans, (iii) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans, (iv) except as to pricing, amortization and final maturity date (which shall, subject to clause (v) of this proviso, be determined by the Borrower and the Incremental Revolving Credit Lenders in their sole discretion), the Other Revolving Loans shall have (x) the same terms as the Revolving Credit Facility or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent and (v) the final maturity date of any Other Revolving Loans shall be no earlier than the Maturity Date of the Revolving Credit Facility; provided further that, with respect that the interest rate margin (which shall be deemed to any Incremental include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loans, if Loan and/or Other Revolving Loan in the Effective Yield initial primary syndication thereof but exclude customary arranger and underwriting fees) in respect of any such Incremental Other Term Loan exceeds and/or Other Revolving Loan shall be the same as that applicable to the Term Loans and/or the Revolving Credit Loans, as applicable; except that the interest rate margin in respect of any Other Term Loan and/or Other Revolving Loan (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loan and/or Other Revolving Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees) may exceed the Applicable Margin of any Rate for the Term B Loans and/or the Revolving Credit Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term Loans and/or the Revolving Credit Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), respectively, by no more than 25 basis pointspoints (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner reasonably determined by the Administrative Agent based on an assumed four-year life to maturity), or if it does so exceed such Applicable Rate (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term Loans and/or the Revolving Credit Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), such Applicable Margin Rate shall be increased so that the Effective Yield interest rate margin in respect of such Incremental Other Term Loan or Other Revolving Loan, as the case may be (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loan and/or Other Revolving Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees), is no more than 25 basis points higher than the Effective Yield Applicable Rate for the Term Loans or the Revolving Credit Loans, respectively (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B Loans and/or the Revolving Credit Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees) and if the lowest permissible Eurodollar Eurocurrency Rate is greater than 1.001.75% or the lowest permissible Base Rate is greater than 2.002.75% for such Incremental Other Term Loan or Other Revolving Loan, the difference between such “floor” and 1.001.75% in the case of Eurodollar Eurocurrency Rate Incremental Term Loans (Loans, or 2.002.75% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso. . (c) The Incremental Term Loans or Incremental Revolving Credit Commitments shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Term B Loans and Revolving Credit Loans; provided that, if such Incremental Term Loans or Incremental Revolving Credit Commitments rank junior in right of security with the Term Loans or Revolving Credit Loans, such Incremental Term Loan or Incremental Revolving Credit Commitments will be established as a separate facility from the Terms Loans or Revolving Credit Facility, respectively. In the case of any second lien Incremental Term Loans, such Indebtedness (x) shall be subject to restrictions on voluntary prepayments as contemplated under Section 7.12, (y) shall be subject to a Second Lien Intercreditor Agreement and (z) shall not be subject to the second proviso in clause (b) above. (cd) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.8 2.14 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment is made (and after giving effect thereto) no Event of Default shall be continuing; exist, (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) Borrower shall be satisfied in compliance with the covenants set forth in Sections 7.10(a) and (it being understood that all references to “b) determined on a Pro Forma Basis as of the date of the making of most recently ended Test Period as if such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisitionor any borrowing under any such Incremental Revolving Credit Commitment, as applicable, had been outstanding on the last day of such representations shall be limited to fiscal quarter of the Specified Representations and Specified Acquisition Agreement Representations) Borrower for testing compliance therewith and (iii) the Agent Secured Leverage Ratio shall have received customary legal opinionsnot be greater than 2.75 to 1.0 determined on a Pro Forma Basis as of the last four quarters ended as if such Incremental Term Loans or any borrowings under any such Incremental Revolving Credit Commitment, board resolutions and officers’ certificates consistent with those delivered as applicable, had been outstanding on the Original Closing Date other than changes to last day of such legal opinion resulting from a change in law, change in fact or change to counsel’s form fiscal quarter of opinion reasonably satisfactory to the AgentBorrower for testing compliance therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (de) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent Agents or Lenders, effect such amendments to this Agreement and the other Financing Agreements 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 2.82.14. The applicable Borrowers Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Credit Loans for any purpose not prohibited by this Agreement. Incremental Term Loans and Incremental Revolving Credit Commitments may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term LoanLoan or Incremental Revolving Credit Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution other than the existing Lenders providing Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. . (f) This Section 2.8 2.14 shall supersede any provisions in Section 2.7 2.13 or 12.3 10.01 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) Any Borrower, may, 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 Escrow Release Effective Date, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in an aggregate amount not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount from one or more Incremental Term 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 LoansLoans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Such Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 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 Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”)effective, and (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; provided, further that the aggregate amount of all Incremental Revolving Commitments established hereunder shall not exceed $100,000,000 and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to be make term loans with the same interest rates, amortization, maturity and other terms as the Initial Term Commitments Loans made on the Effective Date or commitments to make term loans with interests interest rates and/or amortization and/or maturity and/or other terms different from the Initial Term B Loans (“Incremental Other Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) [reserved]. (c) The applicable Borrowers Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such customary other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization amortization, mandatory prepayments and final maturity date (which shall, subject to clause (ii), (iii) and (iiiiv) of this proviso, be determined by the applicable Borrowers such Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding same terms as the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Initial Term Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term Loans Loan shall be no earlier than the Latest Maturity Date at the time such Incremental with respect to then-existing Term Loans are established, and(except for Other Term Loans incurred pursuant to the Inside Maturity Basket), (iii) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term B Loans with the Latest Maturity Date (except for Other Term Loans incurred pursuant to the Inside Maturity Basket), (iv) the prepayment provisions of any Other Term Loans shall not be more favorable than the prepayment provisions applicable to the Initial Term Loans that will remain outstanding after giving effect to the incurrence of such Other Term Loans and use of proceeds thereof and (v) the Effective Yield of any Other Term Loans may exceed the Effective Yield then applicable to the Initial Term Loans; provided further that, with respect to any Incremental Term Loans, if that the Effective Yield in respect of any such Incremental for the Initial Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased to the extent necessary (without any further action by any party or any amendment hereto) so that the Effective Yield in respect of for such Incremental Initial Term Loan Loans is no more than 25 basis points higher not less than the Effective Yield for of any such Other Term B Loans minus 0.50%; provided, however that the foregoing proviso (x) shall only be effective until the date that is twelve months after the Effective Date, (y) shall not apply to any Other Term Loans or Incremental Equivalent Debt incurred in reliance on the Incremental Ratio Basket and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar Rate Incremental (z) shall not apply to any Other Term Loans (or 2.00% in Incremental Equivalent Debt) with a final maturity date at least 24 months after the case of Base Rate Incremental Maturity Date then applicable to the Initial Term Loans and a Weighted Average Life to Maturity longer by 24 months or more than the Weighted Average Life to Maturity then applicable to the Initial Term Loans, shall be equated to interest rate margin for purposes of this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Initial Term B Loans and shall not be (x) secured by any property or assets of Parent or any Restricted Subsidiary other than the Collateral or (y) guaranteed by Parent or any of its Restricted Subsidiaries other than the Guarantors; provided that, if such Other Term Loans rank junior in right of security with the Initial Term Loans, such Other Term Loans will be established as a separate Tranche from the Initial Term Loans. In the case of any junior lien Incremental Term Loans, such Indebtedness shall be subject to the terms of an Approved Intercreditor Agreement. (cd) The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other customary documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Any Incremental Revolving Commitment established hereunder shall have terms identical to (and shall form part of) such Class of Revolving Commitments with the Latest Maturity Date existing on the Effective Date, it being understood that the Borrower and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Commitments. (e) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment2.20 unless, no Event of Default shall exist and subject to Section 1.04, at the time that any such Incremental Term Loan or Incremental Revolving Commitment is made (and after giving effect thereto), (A) no Event of Default shall be continuing; (ii) exist or would exist after giving effect thereto (including on a pro forma basis) and (B) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct); provided that, in the event that the tranche of Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references Loans is used to “the date of the making of such Loan” finance an acquisition or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, other Investment permitted by this Agreement and to the extent the proceeds Incremental Term Lenders participating in such tranche of the Incremental Term Loans are to be used to finance an Acquisitionagree, such representations the foregoing clause (B) shall be limited to customary “specified representations” and those representations included in the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes agreement related to such legal opinion resulting from a change in law, change in fact acquisition or change to counsel’s form of opinion reasonably satisfactory other Investment that are material to the Agentinterests of the Lenders and only to the extent that Parent or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld, delayed or conditioned) and furnished to the other parties hereto. Each Incremental Amendment shall be delivered to the Administrative Agent, together with such documents (including local law confirmations as to Collateral) and legal opinions substantially consistent with those delivered on the Effective Date (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion) as to such matters as are reasonably requested by the Administrative Agent. (df) The Incremental Amendment may, without the consent of Parent Borrowerthe Administrative Agent, or any other Loan Party, the Collateral Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements 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 2.82.20, including those required by the Incremental Term Loan Lenders or Incremental Revolving Lenders, as applicable (and not adverse to any existing Lender after giving effect to the Incremental Loans made pursuant to such amendment). The applicable Borrowers Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Loans for any purpose not prohibited by this Agreementtheir general corporate purposes (including loans and other Investments in Parent and its Subsidiaries as permitted herein). Incremental Term Loans and Incremental Revolving Commitments may be made by any existing Lender (but each no existing Lender will not have an any obligation to make a or provide any portion of any Incremental Term LoanLoan or Incremental Revolving Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution (including any new or existing Lenders) providing Incremental Revolving Commitments shall be reasonably satisfactory to the Agent Administrative Agent, each Issuing Bank and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitments, unless it so agrees. . (g) This Section 2.8 2.20 shall supersede any provisions in Section 2.7 2.18 or 12.3 9.02 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) Any Borrower, may, 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 Escrow Release Effective Date, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in an aggregate amount not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount from one or more Incremental Term 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 LoansLoans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Such Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 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 Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”)effective, and (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; provided, further that the aggregate amount of all Incremental Revolving Commitments established hereunder shall not exceed $100,000,000 and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to be make term loans with the same interest rates, amortization, maturity and other terms as the Initial Term Commitments Loans made on the Effective Date or commitments to make term loans with interests interest rates and/or amortization and/or maturity and/or other terms different from the Initial Term B Loans (“Incremental Other Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 be continuing; (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Borrower may, 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 Escrow Release Closing Date, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term LoansLoans and/or Incremental Revolving Credit Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 10,000,000 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) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term A Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B A Loans (“Incremental Other Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers Borrower and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the same terms as the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term A Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term Loans shall be no earlier than the Latest Maturity Date at of the time such Incremental Term A Loans are established, and, and (iii) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B A Loans; provided further thatprovided, with respect further, that the interest rate margin (which shall be deemed to any Incremental include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loans, if Loan in the Effective Yield initial primary syndication thereof but exclude customary arranger and underwriting fees) in respect of any such Incremental Other Term Loan exceeds shall be the same as that applicable to the Term A Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term A Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), except that the interest rate margin in respect of any Other Term Loan (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees) may exceed the Applicable Margin of any Rate for the Term B A Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term A Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees) by no more than 25 fifty (50) basis pointspoints (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner reasonably determined by the Administrative Agent based on an assumed four-year life to maturity), or if it does so exceed such Applicable Rate (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term A Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), such Applicable Margin Rate shall be increased so that the Effective Yield interest rate margin in respect of such Incremental Other Term Loan (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees), is no more than 25 fifty (50) basis points higher than the Effective Yield Applicable Rate for the Term A Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B A Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees); provided, further, that if the lowest permissible Eurodollar Rate is Other Term Loans include an interest rate floor greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental applicable interest rate floor, if any, under the Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar Rate Incremental Term Loans (or 2.00% in the case of Base Rate Incremental Term A Loans, such differential between interest rate floors shall be equated to the applicable interest rate margin solely for purposes of determining whether the interest rate margin of such Other Term Loans is higher than the interest rate margin under the Term A Loans by more than fifty (50) basis points and to the extent the difference in the interest rate floors would cause the interest rate margin of such Other Term Loans to be higher than the interest rate margin for purposes the Term A Loans by more than fifty (50) basis points the interest rate floor (but not in any event the interest rate margin) applicable to the Term A Loans shall be increased to the extent of this provisosuch differential between interest rate floors (for the avoidance of doubt, in no event shall the difference in interest rate floors result in an increase in the Applicable Rate). The Incremental Term Loans shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Term B A Loans; provided that, if such Incremental Term Loans rank junior in right of security with the Term A Loans, such Incremental Term Loan will be established as a separate facility from the Term A Loans. In the case of any second lien Incremental Term Loans, such Indebtedness (x) shall be subject to restrictions on voluntary prepayments as contemplated under Section 7.12, (y) shall be subject to a Junior Lien Intercreditor Agreement and (z) shall not be subject to the second proviso in clause (b) above. (c) Any Incremental Revolving Credit Commitment established hereunder shall have terms identical to the Revolving Credit Commitments existing on the Closing Date and shall constitute a single Class of Revolving Credit Commitments with such initial Revolving Credit Commitments for all purposes under this Agreement, it being understood that the Borrower and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Credit Commitments. On the Increased Amount Date with respect to any Incremental Revolving Credit Commitment, (i) each Incremental Revolving Credit Lender of such Class shall purchase by assignment from the other Revolving Credit Lenders (and such other Revolving Credit Lenders shall assign to the Incremental Revolving Credit Lenders) such portion of the Revolving Credit Loans and L/C Advances (if any) of such Class owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Revolving Credit Loans and L/C Advances owing to each Revolving Credit Lender of such Class shall equal such Revolving Credit Lender’s Pro Rata Share of the aggregate amount of Revolving Credit Loans and L/C Advances owing to all Revolving Credit Lenders or such Class, and (ii) the participations of the Revolving Credit Lenders of such Class in the L/C Obligations and outstanding Swing Line Loans shall be reallocated based on each Revolving Credit Lender’s Pro Rata Share (as if the outstanding Letters of Credit had been issued, the Unreimbursed Amounts had been paid by the L/C Issuer, and the Swing Line Loans had been advanced by the Swing Line Lender, in each case on such date). (d) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.8 2.14 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment is made (and after giving effect thereto) no Event of Default shall be continuing; exist and (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) Borrower shall be satisfied in compliance with the covenants set forth in Sections 7.10(a) and (it being understood that all references to “b) determined on a Pro Forma Basis as of the date of the making most recently ended Test Period as if (x) in the case of any Incremental Term Loan, such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered had been outstanding on the Original Closing Date other than changes to last day of such legal opinion resulting from a change fiscal quarter of the Borrower for testing compliance therewith or (y) in lawthe case any Incremental Revolving Credit Commitments, change in fact or change to counsel’s form all Revolving Credit Loans available under the Revolving Credit Facility, including any such Incremental Revolving Credit Commitment, had been outstanding on the last day of opinion reasonably satisfactory to such fiscal quarter of the AgentBorrower for testing compliance therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretohereto without any other consent. (de) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent Agents or Lenders, effect such amendments to this Agreement and the other Financing Agreements 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 2.82.14. The applicable Borrowers Borrower will use the proceeds of the Incremental Term Loans and Revolving Credit Loans made pursuant to Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. Incremental Term Loans and Incremental Revolving Credit Commitments may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term LoanLoan or Incremental Revolving Credit Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution other than the existing Lenders providing Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and the Parent Borrower. No Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. . (f) This Section 2.8 2.14 shall supersede any provisions in Section 2.7 Sections 2.13 or 12.3 10.01 to the contrary.

Incremental Credit Extensions. (a) One The Borrower may at any time or more Borrowers (which shall include all existing Borrowers with respect from time to an existing Class of Term B Loans for which Incremental Term Commitments are requested) maytime after the Third Restatement Effective Date, 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 Escrow Release Date), request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from (i) one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount additional tranches of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective term loans (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments ) or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and one or more increases in the amount of the Revolving Credit Commitments (iii) of this provisoeach such increase, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretiona “Revolving Commitment Increase”), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental AmendmentAmendment 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 continuing; in an aggregate principal amount that is not less than $25,000,000 (iiprovided 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 (other than Specified Incremental Term Loans) after giving effect 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 Third Restatement Effective Date (in each case, including with respect to mandatory and voluntary prepayments), provided that (x) 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, (y) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof and (z) if the Weighted Average Yield applicable to such Incremental Term Loan Loans exceeds by more than 0.50% per annum the Weighted Average Yield applicable to any Class of Term Loans outstanding at the time of the incurrence of such Incremental Term Loans (the amount of such excess over 0.50% per annum, the “Yield Differential”), then the Applicable Rate with respect to such Class of Term Loans shall automatically be increased by the Yield Differential upon the making of such Incremental 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 (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, 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 Borrower and 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 Parent, Foreign Holdings, 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 of set forth in Section 4.2(a4.02(a) shall be satisfied and (b) (it being understood that all references to “the date of the making of such LoanCredit Extension” or similar language in such Section 4.2(a) 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) (except, to and such other conditions as the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations parties thereto shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agentagree. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. 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, 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”) 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 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 (1) participations hereunder in Letters of Credit and (2) 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 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. (b) This Section 2.8 2.14 shall supersede any provisions in Section 2.7 2.13 or 12.3 10.01 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Lead Borrower may, 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 Escrow Release Datetime, request Incremental Term Loan Commitments, as applicableCommitments for the benefit of any Borrower, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 5,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall be no less than five (5) Business Day’s from the “Increased Amount Date”date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans on the same terms as the Initial Term Loans or with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Initial Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and amortization, final maturity date date, guarantees, and collateral (which shall, subject to clause clauses (ii), (iii), (iv) and (iiiv) of this proviso, be determined by the applicable Borrowers Lead Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have (x) the same terms as the Initial Term Loans or (y) terms no more restrictive termsto the Parent and the other Loan Parties, when taken as a whole, than the then outstanding Term Loans except (xA) if the Term Lenders holding the such then outstanding Term Loans also receive the benefit of such restrictive terms, terms or (yB) such terms are not effective until the after Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the AgentLoans, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term B Loans; provided further that, with respect to (iv) no Person that is not a Guarantor shall provide a Guarantee of any Incremental Term Loans, but any Incremental Term Loans shall not be required to be Guaranteed by all Guarantors, and (v) if secured, any Incremental Term Loans shall be secured by all or a portion of the Collateral on a pari passu or junior basis with the Liens on the Collateral securing the Initial Term Loans, but shall not be secured by any assets or other properties, tangible or intangible, of the Parent or any of its Subsidiaries, that do not constitute Collateral; provided further that if the Effective Yield in respect of any such Incremental Term Loan Loans secured by the Collateral on a pari passu basis with the Liens on the Collateral securing the Initial Term Loans exceeds the Effective Yield of any then outstanding Initial Term Loans (measured as of the date of incurrence of such Incremental Term Loans) by more than 50 basis points, then the Applicable Margin for such then outstanding Initial Term Loans (measured as of any the date of incurrence of such Incremental Term B Loans by more than 25 basis points, such Applicable Margin Loans) shall be increased so that the Effective Yield in respect of such Incremental Term Loan Loans is no more than 25 50 basis points higher than the Effective Yield for such then outstanding Initial Term B Loans (measured as of the date of incurrence of such Incremental Term Loans) and if the lowest permissible Eurodollar Rate Adjusted LIBOR RateTerm SOFR is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term LoanLoans, the difference between such “floor” and 1.00% in the case of Eurodollar Rate Adjusted LIBOR RateTerm SOFR Incremental Term Loans (Loans, or 2.00% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso (this proviso, the “MFN Provision”). The Except as set forth in clauses (iv) and (v) above, the Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Initial Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 2.15 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 (except to the extent the proceeds of the Incremental Term Loans are to be continuingused to finance a Designated Transaction, in lieu of such condition, no Event of Default under Sections 8.01(a), (f) or (g) shall be continuing at consummation of such transaction)); (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(aSections 4.02(a) and (c) shall be satisfied (it being understood that all references to “the date of the making of each such Term Loan” or similar language in such Section 4.2(a4.02(a) or (c) shall be deemed to refer to the effective date of such Incremental Amendment) Amendment (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisitiona Designated Transaction, such the representations in Section 4.02(a) shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and ); (iii) [reserved], and (iv) the Administrative Agent shall have received (x) customary legal opinions, board resolutions and officers’ officer’s certificates consistent with those delivered on the Original Closing Effective Date other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the AgentAdministrative Agent and (y) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Lead Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrowerthe Borrowers, or any other Loan Party, Agent the Agents or the Lenders, effect such amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Lead Borrower, to effect the provisions of this Section 2.82.15. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Administrative Agent and the Parent Lead Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One The Parent Borrower may at any time or more Borrowers (which shall include all existing Borrowers with respect from time to an existing Class of Term B Loans for which Incremental Term Commitments are requested) maytime after the Closing Date, 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 Escrow Release Date), request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, increases in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Revolving Credit Commitments being requested (which each such increase, a “Revolving Commitment Increase”). Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than an amount of $10,000,000 and thereafter in minimum increments of $1,000,000 and a minimum (provided that such amount may be less than an amount of $25,000,000 10,000,000 (or equal to any increment less than $1,000,000) if such amount represents all remaining availability under the remaining Incremental Amount), (ii) limit set forth in the date on which such Incremental Term Loan Commitments are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwisenext sentence. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver Notwithstanding anything to the Agent an Incremental Amendment and such other documentation as contrary herein, the Agent aggregate amount of the Revolving Commitment Increases shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lendernot exceed $50,000,000. Each Incremental Amendment notice from the Parent Borrower pursuant to this Section shall specify set forth the requested amount and proposed terms of the applicable Incremental Term Loansrelevant 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 (isuch consent not to be unreasonably withheld) except 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 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, amortization and final without limitation, with respect to maturity date (which shall, subject to clause (iithereof) and (iii) shall be considered to be part of this proviso, the Facility; provided that the upfront fees applicable to any Revolving Commitment Increases shall be determined by the applicable Borrowers Parent Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this provisolenders thereof. The Incremental Term Loans shall have Amendment may, without the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time consent of any other Lenders or Loan Parties, effect such request amendments to this Agreement and upon 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, 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 Amendment shall be continuing; (ii) after giving effect subject to such Incremental Term Loan Commitments, the satisfaction on the date thereof of each of the conditions of set forth in Section 4.2(a) shall be satisfied 4.02 (it being understood that all references to “the date of the making of such LoanCredit Extension” or similar language in such Section 4.2(a) 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) (except, to and such other conditions as the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations parties thereto shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agentagree. The Agent Parent Borrower shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans Revolving Commitment Increases for any purpose purposes not prohibited by this Agreement. Incremental Term Loans may 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 made by any existing deemed to have assigned to each Lender (but each existing Lender will not have an obligation to make 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 Incremental Term Loan) 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 other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Lender in accordance with Section 3.05. The Administrative Agent and the Parent Borrower. No Lender Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall be obligated not apply to provide any Incremental Term Loans unless it so agrees. the transactions effected pursuant to the immediately preceding sentence. (c) This Section 2.8 2.14 shall supersede any provisions in Section 2.7 2.13 or 12.3 10.01 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) Any Borrower, may, 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 Escrow Release Restatement Effective Date, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in each case denominated in Dollars and in an aggregate amount not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount from one or more Incremental Term 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 LoansLoans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Such Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 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 Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”)effective, and (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 and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to be make term loans with the same interest rates, amortization, maturity and other terms as the 2021 Term Commitments Loans made on the Restatement Effective Date or commitments to make term loans with interests interest rates and/or amortization and/or maturity and/or other terms different from the 2021 Term B Loans (“Incremental Other Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) [reserved]. (c) The applicable Borrowers Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such customary other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization amortization, mandatory prepayments and final maturity date (which shall, subject to clause (ii), (iii), (iv) and (iiivi) of this proviso, be determined by the applicable Borrowers such Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding same terms as the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing 2021 Term Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term Loans Loan shall be no earlier than the Latest Maturity Date at the time such Incremental with respect to then-existing Term Loans are established, and(except for Other Term Loans incurred pursuant to the Inside Maturity Basket), (iii) such Class of Other Term Loans shall be denominated in Dollars or Canadian Dollars, (iv) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term B Loans with the Latest Maturity Date (except for Other Term Loans incurred pursuant to the Inside Maturity Basket), (v) the prepayment provisions of any Other Term Loans shall not be more favorable than the prepayment provisions applicable to the Term Loans that will remain outstanding after giving effect to the incurrence of such Other Term Loans and use of proceeds thereof and (vi) the Effective Yield of any Other Term Loans may exceed the Effective Yield then applicable to the 2021 Term Loans; provided further that, with respect to any Incremental Term Loans, if that the Effective Yield in respect of any such Incremental for the 2021 Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased to the extent necessary (without any further action by any party or any amendment hereto) so that the Effective Yield in respect of for such Incremental 2021 Term Loan Loans is no more than 25 basis points higher not less than the Effective Yield for of any such Other Term B Loans minus 0.50%; provided, however that the foregoing proviso (x) shall only be effective until the date that is twelve months after the Restatement Effective Date, (y) shall not apply to any Other Term Loans or Incremental Equivalent Debt incurred in reliance on the Incremental Ratio Basket and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar Rate Incremental (z) shall not apply to any Other Term Loans (or 2.00% in Incremental Equivalent Debt) with a final maturity date at least 24 months after the case of Base Rate Incremental Maturity Date then applicable to the 2021 Term Loans and a Weighted Average Life to Maturity longer by 24 months or more than the Weighted Average Life to Maturity then applicable to the 2021 Term Loans, shall be equated to interest rate margin for purposes of this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Term B Loans and shall not be (x) secured by any property or assets of Parent or any Restricted Subsidiary other than the Collateral or (y) guaranteed by Parent or any of its Restricted Subsidiaries other than the Guarantors; provided that, if such Other Term Loans rank junior in right of security with the Term Loans, such Other Term Loans will be established as a separate Tranche from the Term Loans. In the case of any junior lien Incremental Term Loans, such Indebtedness shall be subject to the terms of an Approved Intercreditor Agreement. (cd) The Borrowers and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other customary documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Any Incremental Revolving Commitment established hereunder shall have terms identical to (and shall form part of) such Class of Revolving Commitments with the Latest Maturity Date existing on the Restatement Effective Date, it being understood that the Borrowers and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Commitments. (e) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment2.20 unless, no Event of Default shall exist and subject to Section 1.04, at the time that any such Incremental Term Loan or Incremental Revolving Commitment is made (and after giving effect thereto), (A) no Event of Default shall be continuing; (ii) exist or would exist after giving effect thereto (including on a pro forma basis) and (B) the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct); provided that, in the event that the tranche of Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references Loans is used to “the date of the making of such Loan” finance an acquisition or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, other Investment permitted by this Agreement and to the extent the proceeds Incremental Term Lenders participating in such tranche of the Incremental Term Loans are to be used to finance an Acquisitionagree, such representations the foregoing clause (B) shall be limited to customary “specified representations” and those representations included in the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes agreement related to such legal opinion resulting from a change in law, change in fact acquisition or change to counsel’s form of opinion reasonably satisfactory other Investment that are material to the Agentinterests of the Lenders and only to the extent that Parent or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s Borrowers’ consent (not to be unreasonably withheld, delayed or conditioned) and furnished to the other parties hereto. Each Incremental Amendment shall be delivered to the Administrative Agent, together with such documents (including local law confirmations as to Collateral) and legal opinions substantially consistent with those delivered on the Restatement Effective Date (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion) as to such matters as are reasonably requested by the Administrative Agent. (df) The Incremental Amendment may, without the consent of Parent Borrowerthe Administrative Agent, or any other Loan Party, Agent the Collateral Trustee or Lenders, effect such amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.82.20, including those required by the Incremental Term Loan Lenders or Incremental Revolving Lenders, as applicable (and not adverse to any existing Lender after giving effect to the Incremental Loans made pursuant to such amendment). The applicable Borrowers will use the proceeds of the Incremental Term Loans and Incremental Revolving Loans for any purpose not prohibited by this Agreementtheir general corporate purposes (including loans and other Investments in Parent and its Subsidiaries as permitted herein). Incremental Term Loans and Incremental Revolving Commitments may be made by any existing Lender (but each no existing Lender will not have an any obligation to make a or provide any portion of any Incremental Term LoanLoan or Incremental Revolving Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution (including any new or existing Lenders) providing Incremental Revolving Commitments shall be reasonably satisfactory to the Agent Administrative Agent, each Issuing Bank and the Parent BorrowerBorrowers. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitments, unless it so agrees. . (g) This Section 2.8 2.20 shall supersede any provisions in Section 2.7 2.18 or 12.3 9.02 to the contrary.

Incremental Credit Extensions. (a) One The Borrower may at any time or more Borrowers (which shall include all existing Borrowers with respect from time to an existing Class of Term B Loans for which Incremental Term Commitments are requested) maytime after the Closing Date, 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 Escrow Release Date), request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, increases in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall to be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or equal made available to the remaining Incremental Amount)Borrower (each such increase, (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (the a “Increased Amount DateCommitment Increase”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental AmendmentAmendment 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 Event of Default Borrower shall be continuing; (ii) in compliance with the covenants set forth in Section 6.10 determined on a pro forma basis as of the last day of the most recently ended Test Period as if the Commitments, after giving effect to such Incremental Term Loan CommitmentsCommitment Increase, had been fully drawn on the last day of the applicable Test Period (assuming for such purpose that such covenants applied as of the end of such Test Period, whether or not such last day of such Test Period is prior to the first date that any such covenant is otherwise tested pursuant to the terms of Section 6.10). Notwithstanding anything to the contrary herein, the conditions aggregate amount of Section 4.2(a) Commitments hereunder including all then available Commitment Increases shall not exceed $500,000,000. Each Commitment Increase shall be satisfied (it being understood that all references on the same terms as the Commitments in effect immediately prior to “such Commitment Increase. Each notice from the date Borrower pursuant to this Section 2.11 shall set forth the requested amount of the making of relevant Commitment Increase and such Loan” or similar language notice may be set forth in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each Commitment Increases may be provided by any existing Lender or a new Lender in each case in their sole discretion; provided that each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence Administrative Agent and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent Issuing Banks shall have consented (not to be unreasonably withheldwithheld or delayed) to any Lender providing such Commitment Increase, in each case, if such consent would be required under Section 9.6(c) for an assignment of Loans or Commitments, as applicable, to such Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender that already has such a Commitment, an increase in such Lender’s Commitment) under this Agreement and furnished shall be effected pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other parties hereto. (d) Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment Increase and the Administrative Agent. The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent BorrowerAdministrative Agent, to effect the provisions of this Section 2.82.11. In connection with each Incremental Amendment, Schedule 1.1A shall be amended such that after giving effect to the Commitment Increase the LC Commitments are pro rata amongst the Lenders. The applicable Borrowers will use the proceeds LC Commitments of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans an Issuing Bank may be made by reduced without its consent to accomplish the foregoing. For the avoidance of doubt any existing new Lender (but each existing Lender will taking a Commitment Increase shall become an Issuing Bank. While not have an obligation required to make a portion of be solely in this form it is anticipated that any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution Amendment shall be reasonably satisfactory to the Agent and the Parent Borrower. accomplished simply by an amendment amending Schedule 1.1A. No Lender shall be obligated to provide any Incremental Term Loans Commitment Increases, unless it so agreesagrees in its sole discretion. Upon each increase in the Commitments pursuant to this Section 2.11, 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 Commitment Increase (each, a “Commitment Increase Lender”), and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such ▇▇▇▇▇▇’s Commitment and (b) if, on the date of such increase, there are any Loans outstanding, such Loans shall on the date of effectiveness of such Commitment Increase be prepaid from the proceeds of additional Loans made hereunder (after reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any prepaid Lender in accordance with Section 2.15. The Administrative Agent and the Lenders hereby agree that the minimum borrowing requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section 2.11. This Section 2.8 2.11 shall supersede any provisions in Section 2.7 2.14 or 12.3 9.1 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Borrower may, by written notice to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Escrow Release Datetime, request Incremental Term Loan Commitments, as applicable, Commitments in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans on the same terms as the Term B Loans or with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers Borrower and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the same terms as the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term B Loans or (zy) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, and (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin Effective Yield of any the Term B Loans by more than 25 50 basis points, such then the Applicable Margin for the Term B Loans shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 50 basis points higher than the Effective Yield for such the Term B Loans and if the lowest permissible Adjusted Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Adjusted Eurodollar Rate Incremental Term Loans (Loans, or 2.00% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 (except to the extent the proceeds of the Incremental Term Loans are to be continuingused to finance a Designated Acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 8.1(a) or (f) shall be continuing at the time of making such acquisition)); (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references to “the date of the making of such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) Amendment (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an a Designated Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Agent and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions in Section 2.7 or 12.3 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Lead Borrower may, 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 Escrow Release Datetime, request Incremental Term Loan Commitments, as applicable, Commitments in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 5,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall be no less than five (5) Business Day’s from the “Increased Amount Date”date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans on the same terms as the Initial Term Loans or with interests rates and/or amortization and/or maturity and/or other terms different from the Initial Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers Lead Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding same terms as the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Initial Term Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, and (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Initial Loans; provided further that, with respect to any Incremental Term Loans, that if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin Effective Yield of any then outstanding Term B Loans by more than 25 50 basis points, such then the Applicable Margin for such then outstanding Term Loans shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 50 basis points higher than the Effective Yield for such then outstanding Term B Loans and if the lowest permissible Eurodollar Adjusted LIBOR Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar Adjusted LIBOR Rate Incremental Term Loans (Loans, or 2.00% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Initial Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 2.15 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, 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 (except to the extent the proceeds of the Incremental Term Loans are to be continuingused to finance a Designated Acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 8.01(a), (f) or (g) shall be continuing at the time of making such acquisition)); (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a4.02(a) shall be satisfied (it being understood that all references to “the date of the making of each such Term Loan” or similar language in such Section 4.2(a4.02(a) shall be deemed to refer to the effective date of such Incremental Amendment) Amendment (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an a Designated Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and ); (iii) after giving pro forma effect to such Incremental Term Loan Commitments (and any borrowing of Incremental Term Loans thereunder) the Liquidity Condition (calculated without giving effect to the proceeds of such Indebtedness) has been satisfied and (iv) the Administrative Agent shall have received (x) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the AgentAdministrative Agent and (y) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Lead Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (d) The Incremental Amendment may, without the consent of Parent Borrowerthe Borrowers, or any other Loan Party, Agent the Agents or the Lenders, effect such amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Lead Borrower, to effect the provisions of this Section 2.82.15. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Administrative Agent and the Parent Lead Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. This Section 2.8 2.15 shall supersede any provisions in Section 2.7 2.13 or 12.3 10.01 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) Any Borrower, may, 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 Escrow Release Effective Date, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise.amount (b) [reserved]. (c) The applicable Borrowers Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such customary other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization amortization, mandatory prepayments and final maturity date (which shall, subject to clause (ii), (iii) and (iiiiv) of this proviso, be determined by the applicable Borrowers such Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding same terms as the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Initial Term Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term Loans Loan shall be no earlier than the Latest Maturity Date at the time such Incremental with respect to then-existing Term Loans are established, and(except for Other Term Loans incurred pursuant to the Inside Maturity Basket), (iii) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term B Loans with the Latest Maturity Date (except for Other Term Loans incurred pursuant to the Inside Maturity Basket), (iv) the prepayment provisions of any Other Term Loans shall not be more favorable than the prepayment provisions applicable to the Initial Term Loans that will remain outstanding after giving effect to the incurrence of such Other Term Loans and use of proceeds thereof and (v) the Effective Yield of any Other Term Loans may exceed the Effective Yield then applicable to the Initial Term Loans; provided further that, with respect to any Incremental Term Loans, if that the Effective Yield in respect of any such Incremental for the Initial Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased to the extent necessary (without any further action by any party or any amendment hereto) so that the Effective Yield in respect of for such Incremental Initial Term Loan Loans is no more than 25 basis points higher not less than the Effective Yield for of any such Term B Loans Other Term (d) The Borrower and if each Incremental Revolving Lender shall execute and deliver to the lowest permissible Eurodollar Rate is greater than 1.00% or Administrative Agent an Incremental Amendment and such other customary documentation as the lowest permissible Base Rate is greater than 2.00% for Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Term LoanRevolving Lender. Any Incremental Revolving Commitment established hereunder shall have terms identical to (and shall form part of) such Class of Revolving Commitments with the Latest Maturity Date existing on the Effective Date, it being understood that the difference between Borrower and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such “floor” and 1.00% increase in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B LoansRevolving Commitments. (ce) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment2.20 unless, no Event of Default shall exist and subject to Section 1.04, at the time that any such Incremental Term Loan or Incremental Revolving Commitment is made (and after giving effect thereto), (A) no Event of Default shall be continuing; (ii) exist or would exist after giving effect thereto (including on a pro forma basis) and (B) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct); provided that, in the event that the tranche of Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references Loans is used to “the date of the making of such Loan” finance an acquisition or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, other Investment permitted by this Agreement and to the extent the proceeds Incremental Term Lenders participating in such tranche of the Incremental Term Loans are to be used to finance an Acquisitionagree, such representations the foregoing clause (B) shall be limited to customary “specified representations” and those representations included in the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes agreement related to such legal opinion resulting from a change in law, change in fact acquisition or change to counsel’s form of opinion reasonably satisfactory other Investment that are material to the Agentinterests of the Lenders and only to the extent that Parent or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld, delayed or conditioned) and furnished to the other parties hereto.. Each Incremental Amendment shall be delivered to the Administrative Agent, together with such (df) The Incremental Amendment may, without the consent of Parent Borrowerthe Administrative Agent, or any other Loan Party, the Collateral Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements 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 2.82.20, including those required by the Incremental Term Loan Lenders or Incremental Revolving Lenders, as applicable (and not adverse to any existing Lender after giving effect to the Incremental Loans made pursuant to such amendment). The applicable Borrowers Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Loans for any purpose not prohibited by this Agreementtheir general corporate purposes (including loans and other Investments in Parent and its Subsidiaries as permitted herein). Incremental Term Loans and Incremental Revolving Commitments may be made by any existing Lender (but each no existing Lender will not have an any obligation to make a or provide any portion of any Incremental Term LoanLoan or Incremental Revolving Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution (including any new or existing Lenders) providing Incremental Revolving Commitments shall be reasonably satisfactory to the Agent Administrative Agent, each Issuing Bank and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitments, unless it so agrees. . (g) This Section 2.8 2.20 shall supersede any provisions in Section 2.7 2.18 or 12.3 9.02 to the contrary.. Section

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) Any Borrower, may, 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 Escrow Release Effective Date, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in an aggregate amount not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount from one or more Incremental Term 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 LoansLoans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Such Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $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 are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise.amount (b) [reserved]. (c) The applicable Borrowers Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such customary other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization amortization, mandatory prepayments and final maturity date (which shall, subject to clause (ii), (iii) and (iiiiv) of this proviso, be determined by the applicable Borrowers such Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding same terms as the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Initial Term Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term Loans Loan shall be no earlier than the Latest Maturity Date at the time such Incremental with respect to then-existing Term Loans are established, and(except for Other Term Loans incurred pursuant to the Inside Maturity Basket), (iii) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term B Loans with the Latest Maturity Date (except for Other Term Loans incurred pursuant to the Inside Maturity Basket), (iv) the prepayment provisions of any Other Term Loans shall not be more favorable than the prepayment provisions applicable to the Initial Term Loans that will remain outstanding after giving effect to the incurrence of such Other Term Loans and use of proceeds thereof and (v) the Effective Yield of any Other Term Loans may exceed the Effective Yield then applicable to the Initial Term Loans; provided further that, with respect to any Incremental Term Loans, if that the Effective Yield in respect of any such Incremental for the Initial Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased to the extent necessary (without any further action by any party or any amendment hereto) so that the Effective Yield in respect of for such Incremental Initial Term Loan Loans is no more than 25 basis points higher not less than the Effective Yield for of any such Other Term B Loans minus 0.50%; provided, however that the foregoing proviso (x) shall only be effective until the date that is twelve months after the Effective Date, (y) shall not apply to any Other Term Loans or Incremental Equivalent Debt incurred in reliance on the Incremental Ratio Basket and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar Rate Incremental (z) shall not apply to any Other Term Loans (or 2.00% Incremental Equivalent Debt) with a final maturity date at least 24 months after the Maturity Date then applicable to the Initial Term Loans and a Weighted Average Life to Maturity longer by 24 months or more than the Weighted Average Life to Maturity (d) The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other customary documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Any Incremental Revolving Commitment established hereunder shall have terms identical to (and shall form part of) such Class of Revolving Commitments with the Latest Maturity Date existing on the Effective Date, it being understood that the Borrower and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B LoansRevolving Commitments. (ce) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment2.20 unless, no Event of Default shall exist and subject to Section 1.04, at the time that any such Incremental Term Loan or Incremental Revolving Commitment is made (and after giving effect thereto), (A) no Event of Default shall be continuing; (ii) exist or would exist after giving effect thereto (including on a pro forma basis) and (B) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct); provided that, in the event that the tranche of Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references Loans is used to “the date of the making of such Loan” finance an acquisition or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, other Investment permitted by this Agreement and to the extent the proceeds Incremental Term Lenders participating in such tranche of the Incremental Term Loans are to be used to finance an Acquisitionagree, such representations the foregoing clause (B) shall be limited to customary “specified representations” and those representations included in the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes agreement related to such legal opinion resulting from a change in law, change in fact acquisition or change to counsel’s form of opinion reasonably satisfactory other Investment that are material to the Agentinterests of the Lenders and only to the extent that Parent or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld, delayed or conditioned) and furnished to the other parties hereto. (d) The . Each Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent Borrower, to effect the provisions of this Section 2.8. The applicable Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory delivered to the Agent Administrative Agent, together with such documents (including local law confirmations as to Collateral) and legal opinions substantially consistent with those delivered on the Parent Borrower. No Lender shall be obligated Effective Date (other than changes to provide any Incremental Term Loans unless it so agrees. This Section 2.8 shall supersede any provisions such legal opinions resulting from a Change in Section 2.7 Law, change in fact or 12.3 change to counsel’s form of opinion) as to such matters as are reasonably requested by the contraryAdministrative Agent.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Borrower may, 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 Escrow Release Amendment and Restatement Effective Date, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term LoansLoans and/or Incremental Revolving Credit Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 10,000,000 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) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term A Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B A Loans (“Incremental Other Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers Borrower and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the same terms as the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term A Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term Loans shall be no earlier than the Latest Maturity Date at of the time such Incremental Term A Loans are established, and, and (iii) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B A Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Term B A Loans; provided that, if such Incremental Term Loans rank junior in right of security with the Term A Loans, such Incremental Term Loan will be established as a separate facility from the Term A Loans. In the case of any second lien Incremental Term Loans, such Indebtedness (x) shall be subject to restrictions on voluntary prepayments as contemplated under Section 7.12 and (y) shall be subject to a Junior Lien Intercreditor Agreement. (c) Any Incremental Revolving Credit Commitment established hereunder shall have terms identical to the Revolving Credit Commitments existing on the Amendment and Restatement Effective Date and shall constitute a single Class of Revolving Credit Commitments with such initial Revolving Credit Commitments for all purposes under this Agreement, it being understood that the Borrower and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Credit Commitments. On the Increased Amount Date with respect to any Incremental Revolving Credit Commitment, (i) each Incremental Revolving Credit Lender of such Class shall purchase by assignment from the other Revolving Credit Lenders (and such other Revolving Credit Lenders shall assign to the Incremental Revolving Credit Lenders) such portion of the Revolving Credit Loans and L/C Advances (if any) of such Class owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Revolving Credit Loans and L/C Advances owing to each Revolving Credit Lender of such Class shall equal such Revolving Credit Lender’s Pro Rata Share of the aggregate amount of Revolving Credit Loans and L/C Advances owing to all Revolving Credit Lenders or such Class, and (ii) the participations of the Revolving Credit Lenders of such Class in the L/C Obligations and outstanding Swing Line Loans shall be reallocated based on each Revolving Credit Lender’s Pro Rata Share (as if the outstanding Letters of Credit had been issued, the Unreimbursed Amounts had been paid by the L/C Issuer, and the Swing Line Loans had been advanced by the Swing Line Lender, in each case on such date). (d) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.8 2.14 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment is made (and after giving effect thereto) no Event of Default shall be continuing; exist and (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Section 4.2(a) Borrower shall be satisfied in compliance with the covenants set forth in Sections 7.10(a) and (it being understood that all references to “b) determined on a Pro Forma Basis as of the date of the making most recently ended Test Period as if (x) in the case of any Incremental Term Loan, such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered had been outstanding on the Original Closing Date other than changes to last day of such legal opinion resulting from a change fiscal quarter of the Borrower for testing compliance therewith or (y) in lawthe case any Incremental Revolving Credit Commitments, change in fact or change to counsel’s form all Revolving Credit Loans available under the Revolving Credit Facility, including any such Incremental Revolving Credit Commitment, had been outstanding on the last day of opinion reasonably satisfactory to such fiscal quarter of the AgentBorrower for testing compliance therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretohereto without any other consent. (de) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent Agents or Lenders, effect such amendments to this Agreement and the other Financing Agreements 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 2.82.14. The applicable Borrowers Borrower will use the proceeds of the Incremental Term Loans and Revolving Credit Loans made pursuant to Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. Incremental Term Loans and Incremental Revolving Credit Commitments may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term LoanLoan or Incremental Revolving Credit Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution other than the existing Lenders providing Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and the Parent Borrower. No Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. agrees in writing. (f) This Section 2.8 2.14 shall supersede any provisions in Section 2.7 Sections 2.13 or 12.3 10.01 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) Any Borrower, may, 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 Escrow Release Closing Date, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in each case denominated in Dollars and in an aggregate amount not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount from one or more Incremental Term 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 LoansLoans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Such Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 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 Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”)effective, and (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 and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to be make term loans with the same interest rates, amortization, maturity and other terms as the Initial Term Commitments Loans made on the Closing Date or commitments to make term loans with interests interest rates and/or amortization and/or maturity and/or other terms different from the Initial Term B Loans (“Incremental Other Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) [reserved]. (c) The applicable Borrowers Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such customary other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization amortization, mandatory prepayments and final maturity date (which shall, subject to clause (ii), (iii), (iv) and (iiivi) of this proviso, be determined by the applicable Borrowers such Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding same terms as the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Initial Term Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term Loans Loan shall be no earlier than the Latest Maturity Date at the time such Incremental with respect to then-existing Term Loans are established, andLoans, (iii) such Class of Other Term Loans shall be denominated in Dollars or Canadian Dollars, (iv) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term B Loans with the Latest Maturity Date, (v) the prepayment provisions of any Other Term Loans shall not be more favorable than the prepayment provisions applicable to the Term Loans that will remain outstanding after giving effect to the incurrence of such Other Term Loans and use of proceeds thereof and (vi) the Effective Yield of any Other Term Loans may exceed the Effective Yield then applicable to the Initial Term Loans; provided further that, with respect to any Incremental Term Loans, if that the Effective Yield in respect of any such Incremental for the Initial Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased to the extent necessary (without any further action by any party or any amendment hereto) so that the Effective Yield in respect of for such Incremental Initial Term Loan Loans is no more than 25 basis points higher not less than the Effective Yield for of any such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar Rate Incremental Other Term Loans (or 2.00% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of this provisominus 0.50%. The Incremental Term Loans shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Term B Loans and shall not be (x) secured by any property or assets of Parent or any Restricted Subsidiary other than the Collateral or (y) guaranteed by Parent or any of its Restricted Subsidiaries other than the Guarantors; provided that, if such Other Term Loans rank junior in right of security with the Term Loans, such Other Term Loans will be established as a separate Tranche from the Term Loans. In the case of any junior lien Incremental Term Loans, such Indebtedness shall be subject to the terms of an Approved Intercreditor Agreement. (cd) The Borrowers and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other customary documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Any Incremental Revolving Commitment established hereunder shall have terms identical to (and shall form part of) such Class of Revolving Commitments with the Latest Maturity Date existing on the Closing Date, it being understood that the Borrowers and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Commitments. (e) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment2.20 unless, no Event of Default shall exist and subject to Section 1.04, at the time that any such Incremental Term Loan or Incremental Revolving Commitment is made (and after giving effect thereto), (A) no Event of Default shall be continuing; (ii) exist or would exist after giving effect thereto (including on a pro forma basis) and (B) the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct); provided that, in the event that the tranche of Incremental Term Loan Commitments, the conditions of Section 4.2(a) shall be satisfied (it being understood that all references Loans is used to “the date of the making of such Loan” finance an acquisition or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, other Investment permitted by this Agreement and to the extent the proceeds Incremental Term Lenders participating in such tranche of the Incremental Term Loans are to be used to finance an Acquisitionagree, such representations the foregoing clause (B) shall be limited to customary “specified representations” and those representations included in the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes agreement related to such legal opinion resulting from a change in law, change in fact acquisition or change to counsel’s form of opinion reasonably satisfactory other Investment that are material to the Agentinterests of the Lenders and only to the extent that Parent or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s Borrowers’ consent (not to be unreasonably withheld, delayed or conditioned) and furnished to the other parties hereto. Each Incremental Amendment shall be delivered to the Administrative Agent, together with such documents (including local law confirmations as to Collateral) and legal opinions substantially consistent with those delivered on the Closing Date (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion) as to such matters as are reasonably requested by the Administrative Agent. (df) The Incremental Amendment may, without the consent of Parent Borrowerthe Administrative Agent, or any other Loan Party, Agent the Collateral Trustee or Lenders, effect such amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.82.20, including those required by the Incremental Term Loan Lenders or Incremental Revolving Lenders, as applicable (and not adverse to any existing Lender after giving effect to the Incremental Loans made pursuant to such amendment). The applicable Borrowers will use the proceeds of the Incremental Term Loans and Incremental Revolving Loans for any purpose not prohibited by this Agreementtheir general corporate purposes (including loans and other Investments in Parent and its Subsidiaries as permitted herein). Incremental Term Loans and Incremental Revolving Commitments may be made by any existing Lender (but each no existing Lender will not have an any obligation to make a or provide any portion of any Incremental Term LoanLoan or Incremental Revolving Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution (including any new or existing Lenders) providing Incremental Revolving Commitments shall be reasonably satisfactory to the Agent Administrative Agent, each Issuing Bank and the Parent BorrowerBorrowers. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitments, unless it so agrees. . (g) This Section 2.8 2.20 shall supersede any provisions in Section 2.7 2.18 or 12.3 9.02 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Borrower may, 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 Escrow Release Datetime, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term LoansLoans and/or Incremental Revolving Credit Commitments, as the case may be, in their own discretion. Such notice shall set forth forth: (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $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 Incremental Effective Date”), and 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 make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Other Term Loans”). The proceeds of any ) and/or (B) whether such Incremental Term Loans shall not Revolving Credit Commitments are to be used Revolving Credit Commitments or commitments to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwiserevolving loans with pricing and/or amortization terms and/or maturity and/or other terms different from the Revolving Credit Loans (“Other Revolving Loans”). (b) The applicable Borrowers Borrower and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Credit Commitments; provided that provided, that: (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Other Term Loans shall have no more restrictive terms, when taken as a whole, that are no more favorable to the Incremental Term Lenders than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive terms hereunder unless such terms are added for the benefit of such restrictive terms, (y) such terms are not effective until all Secured Parties or apply only after the Latest then-latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, Facilities, (ii) the final maturity date of any Incremental Other Term Loans shall be no earlier than the Latest Maturity Date at of the time such Incremental Term Loans are established, and, Loans, (iii) the Weighted Average Life to Maturity of any Incremental Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, (iv) except as to pricing, amortization and final maturity date (which shall, subject to clause (v) of this proviso, be determined by the Borrower and the Incremental Revolving Credit Lenders in their sole discretion), the Other Revolving Loans shall have the terms, taken as a whole, that are no more favorable to the Incremental Revolving Credit Lenders unless such terms are added for the benefit of all Secured Parties or apply only after the then-latest Maturity Date of the Facilities, (v) the final maturity date of any Other Revolving Loans shall be no earlier than the Maturity Date of the Revolving Credit Facility and there shall be no mandatory commitment reductions prior to such Maturity Date, (vi) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (B) repayment required upon the maturity date of the Incremental Revolving Credit Commitments and (C) repayment in connection with a permanent repayment and termination of commitments (subject to Section 2.14(b)(vii) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Effective Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Incremental Effective Date, (vii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments hereunder after the associated Incremental Effective Date shall be made on a pro rata basis, with all other Revolving Credit Commitments on the Incremental Effective Date, except that the Borrower may permanently repay and terminate commitments of any such Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class and (viii) any Incremental Term LoansLoans or Incremental Revolving Credit Commitments, if (A) to the Effective extent secured, may only be secured by property (or a subset thereof) that secures the Obligations and (B) may only be guaranteed by Persons (or a subset thereof) that also guarantee the Obligations. provided further that the All-In Yield in respect of any such Incremental Other Term Loan exceeds shall be the Applicable Margin same as that applicable to the Term Loans; except that the All-In Yield in respect of any Other Term B Loan may exceed the All-In Yield for the Term Loans by no more than 25 50 basis points, such or if it does so exceed the All-In Yield, the Applicable Margin Rate in respect of the Term Loans shall be increased so that the Effective All-In Yield in respect of such Incremental Other Term Loan Loan, is no more than 25 50 basis points higher than the Effective All-In Yield for such the Term B Loans or and if the lowest permissible Eurodollar Eurocurrency Rate is greater than 1.000.00% or the lowest permissible Base Rate is greater than 2.001.00% for such Incremental Other Term Loan, the difference between such “floor” and 1.000.00% in the case of Eurodollar Eurocurrency Rate Incremental Term Loans (Loans, or 2.001.00% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso. . (c) The Incremental Term Loans or Incremental Revolving Credit Commitments may be secured and, if secured, shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Term B LoansLoans and Revolving Credit Loans or may be unsecured; provided that, if such Incremental Term Loans or Incremental Revolving Credit Commitments rank junior in right of security or payment with the Term Loans or Revolving Credit Loans or are unsecured, such Incremental Term Loan or Incremental Revolving Credit Commitments will be established as a separate facility from the Terms Loans or Revolving Credit Facility, respectively. In the case of any junior lien or unsecured Incremental Term Loans or Incremental Revolving Credit Commitments, such Indebtedness (x) shall be subject to restrictions on voluntary prepayments as contemplated under Section 7.12, (y) shall be subject to a Second Lien Intercreditor Agreement and (z) shall not be subject to the second proviso in clause (b) above. (cd) Notwithstanding the foregoing, but foregoing and subject to the last paragraph of Section 4.2 and Section 14.13(e)1.14, no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.8 unless 2.14, unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment is made (and after giving effect thereto) no Default or Event of Default shall be continuing; exist, (ii) after giving the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or if qualified by materiality, in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such Incremental representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality, in all respects) as of such earlier date and (iii) in the case of any Other Term Loan CommitmentsLoans that are secured by a Lien that is junior to the Lien that secures the Obligations, the conditions of Section 4.2(a) Borrower shall be satisfied (it being understood that all references to “in compliance with the covenants set forth in Section 7.10 determined on a Pro Forma Basis as of the date of the making of most recently ended Test Period as if such Loan” or similar language in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered had been outstanding on the Original Closing Date other than changes to last day of such legal opinion resulting from a change in law, change in fact or change to counsel’s form fiscal quarter of opinion reasonably satisfactory to the AgentBorrower for testing compliance therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (de) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent Agents or Lenders, effect such amendments to this Agreement and the other Financing Agreements 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 2.82.14. The applicable Borrowers Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Credit Loans for any purpose not prohibited by this Agreement. Incremental Term Loans and Incremental Revolving Credit Commitments may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term LoanLoan or Incremental Revolving Credit Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution other than the existing Lenders providing Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Agent Administrative Agent, each L/C Issuer, the Swing Line Lender and the Parent Borrower. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. . (f) This Section 2.8 2.14 shall supersede any provisions in Section 2.7 2.13 or 12.3 10.01 to the contrary.

Incremental Credit Extensions. (a) One The Borrower may at any time or more Borrowers (which shall include all existing Borrowers with respect from time to an existing Class of Term B Loans for which Incremental Term Commitments are requested) maytime after the Closing Date, 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 Escrow Release Date), request Incremental Term Loan Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, increases in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall to be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or equal made available to the remaining Incremental Amount)Borrower (each such increase, (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (the a “Increased Amount DateCommitment Increase”), and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Incremental Term Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers and each Incremental Term Lender shall execute and deliver to the Agent an Incremental Amendment and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the applicable Borrowers and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the Term Lenders holding the Term Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until the Latest Maturity Date of the then existing Term Loans or (z) such other terms as shall be reasonably satisfactory to the Agent, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, and, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided further that, with respect to any Incremental Term Loans, if the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Term B Loans by more than 25 basis points, such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan is no more than 25 basis points higher than the Effective Yield for such Term B Loans and if the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case of Eurodollar 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 this proviso. The Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Term B Loans. (c) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment shall become effective under this Section 2.8 unless (i) both at the time of any such request and upon the effectiveness of any Incremental AmendmentAmendment 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 Event of Default Borrower shall be continuing; (ii) in compliance with the covenants set forth in Section 6.10 determined on a pro forma basis as of the last day of the most recently ended Test Period as if the Commitments, after giving effect to such Incremental Term Loan CommitmentsCommitment Increase, had been fully drawn on the last day of the applicable Test Period (assuming for such purpose that such covenants applied as of the end of such Test Period, whether or not such last day of such Test Period is prior to the first date that any such covenant is otherwise tested pursuant to the terms of Section 6.10). Notwithstanding anything to the contrary herein, the conditions aggregate amount of Section 4.2(a) Commitments hereunder including all then available Commitment Increases shall not exceed $300,000,000. Each Commitment Increase shall be satisfied (it being understood that all references on the same terms as the Commitments in effect immediately prior to “such Commitment Increase. Each notice from the date Borrower pursuant to this Section 2.11 shall set forth the requested amount of the making of relevant Commitment Increase and such Loan” or similar language notice may be set forth in such Section 4.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance an Acquisition, such representations shall be limited to the Specified Representations and Specified Acquisition Agreement Representations) and (iii) the Agent shall have received customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each Commitment Increases may be provided by any existing Lender or a new Lender in each case in their sole discretion; provided that each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence Administrative Agent and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Agent with the applicable Borrower’s consent Issuing Banks shall have consented (not to be unreasonably withheldwithheld or delayed) to any Lender providing such Commitment Increase, in each case, if such consent would be required under Section 9.6(c) for an assignment of Loans or Commitments, as applicable, to such Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender that already has such a Commitment, an increase in such Lender’s Commitment) under this Agreement and furnished shall be effected pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other parties hereto. (d) Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment Increase and the Administrative Agent. The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent or Lenders, effect such amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent BorrowerAdministrative Agent, to effect the provisions of this Section 2.82.11. In connection with each Incremental Amendment, Schedule 1.1A shall be amended such that after giving effect to the Commitment Increase the LC Commitments are pro rata amongst the Lenders. The applicable Borrowers will use the proceeds LC Commitments of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans an Issuing Bank may be made by reduced without its consent to accomplish the foregoing. For the avoidance of doubt any existing new Lender (but each existing Lender will taking a Commitment Increase shall become an Issuing Bank. While not have an obligation required to make a portion of be solely in this form it is anticipated that any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution Amendment shall be reasonably satisfactory to the Agent and the Parent Borrower. accomplished simply by an amendment amending Schedule 1.1A. No Lender shall be obligated to provide any Incremental Term Loans Commitment Increases, unless it so agreesagrees in its sole discretion. Upon each increase in the Commitments pursuant to this Section 2.11, 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 Commitment Increase (each, a “Commitment Increase Lender”), and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such ▇▇▇▇▇▇’s Commitment and (b) if, on the date of such increase, there are any Loans outstanding, such Loans shall on the date of effectiveness of such Commitment Increase be prepaid from the proceeds of additional Loans made hereunder (after reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any prepaid Lender in accordance with Section 2.15. The Administrative Agent and the Lenders hereby agree that the minimum borrowing requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section 2.11. This Section 2.8 2.11 shall supersede any provisions in Section 2.7 2.14 or 12.3 9.1 to the contrary.

Incremental Credit Extensions. (a) One or more Borrowers (which shall include all existing Borrowers with respect to an existing Class of Term B Loans for which Incremental Term Commitments are requested) The Lux Borrower and the Co-Borrower may, 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 Escrow Release Closing Date, request Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments, as applicable, in each case denominated in Dollars and in an aggregate amount not to exceed (when aggregated with any Incremental Equivalent Debt) the 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. Such 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 $1,000,000 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”)effective, and (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 be make term loans with the same interest rates, amortization, maturity and other terms as the Class of Term Commitments A Loans with the Latest Maturity Date or commitments to make term loans with interests 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 (“Incremental Other Term B Loans”). The proceeds of any Incremental Term Loans shall not be used to make Restricted Payments or prepayments of Subordinated Indebtedness pursuant to Section 10.6, Section 10.11 or otherwise. (b) The applicable Borrowers Lux Borrower and the Co-Borrower and each Incremental Term A Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term A Loan Commitment of such Incremental Term A Lender. Each Incremental Amendment providing for Incremental Term A Loans shall specify the terms of the applicable Incremental Term A Loans; provided that (i) except as to pricing, amortization amortization, mandatory prepayments and final maturity date (which shall, subject to clause clauses (ii), (iii), (iv) and (iiivi) of this proviso, be determined by the applicable Borrowers Lux Borrower and the Co-Borrower and the Incremental Term A Lenders in their sole discretion), the Incremental Other Term A Loans shall have no more restrictive terms, when taken as a whole, than the Term Loans except (x) if the same terms as the Dollar denominated Class of Term Lenders holding the Term A Loans also receive the benefit of such restrictive terms, (y) such terms are not effective until with the Latest Maturity Date of the then existing Term Loans or (zy) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Incremental Other Term A Loans shall be no earlier than the Latest Maturity Date at the time such Incremental of any Class of Term Loans are established, andA Loans, (iii) each Class of Other Term A Loans shall be denominated in Dollars and must have scheduled amortization of at least 5% per annum (although same may have amortization of at least 3.75% per annum for the first year after the issuance thereof), (iv) the Weighted Average Life to Maturity of any Incremental Other Term A Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term A Loans with the Latest Maturity Date, (v) the prepayment provisions of any Other Term A Loans shall not be more favorable than the prepayment provisions applicable to the Term A Loans and (vi) the Effective Yield of any Other Term A Loans may exceed the Effective Yield then applicable to the 2014 Term A Loans; provided that (x) the Effective Yield for the 2014 Term A Loans is increased (to the extent necessary) such that the Effective Yield thereof is not less than the Effective Yield of such Other Term A Loans minus 0.50% and (y) the Effective Yield for each other Class of Loans (unless specified otherwise in any Incremental Amendment, Refinancing Amendment or Extension Offer pursuant to which any such Class was created) is increased by a percentage per annum equal to that by which the Effective Yield of the 2014 Term A Loans is (or would have been if then outstanding, if all 2014 Term A Loans have been repaid in full at the time of such determination) increased pursuant to preceding clause (x). The Incremental Term A Loans shall rank pari passu or junior in right of payment and of security with the Term A Loans and shall not be (x) secured by any property or assets of the Parent, the Irish Holdco or any Subsidiary other than the Collateral or (y) guaranteed by the Parent, the Irish Holdco or any of its Subsidiaries other than the Loan Parties; provided that, if such Incremental Term A Loans rank junior in right of security with the Term A Loans, such Incremental Term A Loans will be established as a separate Tranche from the Term A Loans. In the case of any second lien Incremental Term A Loans, such Indebtedness shall be subject to the terms of a Second Lien Intercreditor Agreement. (c) The Lux Borrower and the Co-Borrower and each Incremental Term B Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term B Loan Commitment of such Incremental Term B Lender. Each Incremental Amendment providing for Incremental Term B Loans shall specify the terms of the applicable Incremental Term B Loans; provided further thatthat (i) except as to pricing, with respect amortization, mandatory prepayments and final maturity date (which shall, subject to any clause (ii), (iii), (iv) and (vi) of this proviso, be determined by the Lux Borrower and the Co-Borrower and the Incremental Term B Lenders in their sole discretion), the Other Term B Loans shall have (x) the same terms as the Class of Term B Loans with the Latest Maturity Date or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Term B Loans shall be no earlier than the Latest Maturity Date of any Class of Term B Loans, if (iii) such Class of Other Term B Loans shall be denominated in Dollars and shall have scheduled amortization not to exceed 1% per annum until the Latest Maturity Date of any theretofore outstanding Class of Term B Loans, (iv) the Weighted Average Life to Maturity of any Other Term B Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term B Loans with the Latest Maturity Date and (v) the prepayment provisions of any Other Term B Loans shall not be more favorable than the prepayment provisions applicable to the Term B Loans and (vi) the Effective Yield in respect of any such Incremental Term Loan exceeds the Applicable Margin of any Other Term B Loans by more than 25 basis points, may exceed the Effective Yield then applicable to the 2014 Term B Loans; provided that (x) the Effective Yield for the 2014 Term B Loans is increased (to the extent necessary) such Applicable Margin shall be increased so that the Effective Yield in respect of such Incremental Term Loan thereof is no more than 25 basis points higher not less than the Effective Yield for of such Other Term B Loans minus 0.50% and if (y) the lowest permissible Eurodollar Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% Effective Yield for such Incremental Term Loan, the difference between such “floor” and 1.00% in the case each other Class of Eurodollar Rate Incremental Term Loans (unless specified otherwise in any Incremental Amendment, Refinancing Amendment or 2.00% Extension Offer pursuant to which any such Class was created) is increased by a percentage per annum equal to that by which the Effective Yield of the 2014 Term B Loans is (or would have been if then outstanding, if all 2014 Term B Loans have been repaid in full at the case time of Base Rate Incremental Term Loans, shall be equated such determination) increased pursuant to interest rate margin for purposes of this provisopreceding clause (x). The Incremental Term B Loans shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Term B Loans and shall not be (x) secured by any property or assets of the Parent, the Irish Holdco or any Subsidiary other than the Collateral or (y) guaranteed by the Parent, the Irish Holdco or any of its Subsidiaries other than the Subsidiary Guarantors; provided that, if such Incremental Term B Loans rank junior in right of security with the Term B Loans, such Incremental Term B Loans will be established as a separate Tranche from the Term B Loans. In the case of any second lien Incremental Term B Loans, such Indebtedness shall be subject to the terms of a Second Lien Intercreditor Agreement. (cd) The Borrowers and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Any Incremental Revolving Commitment established hereunder shall have terms identical to (and shall form part of) such Class of Revolving Commitments with the Latest Maturity Date existing on the Closing Date, it being understood that the Borrowers and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Commitments. (e) Notwithstanding the foregoing, but subject to the last paragraph of Section 4.2 and Section 14.13(e), no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.8 2.20 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan or Incremental Revolving Commitment is made (and after giving effect thereto), (A) no Default or Event of Default shall exist; provided that, in the event that any tranche of Incremental Term Loans is used to finance a Permitted Acquisition and to the extent the Incremental Term Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (A) shall be continuing; tested at the time of the execution of the acquisition agreement related to such Permitted Acquisition (ii) provided that such Incremental Term Lenders shall not be permitted to waive any Default or Event of Default then existing or existing after giving effect to such tranche of Incremental Term Loan CommitmentsLoans), and (B) the conditions representations and warranties of Section 4.2(a) the Borrowers set forth in this Agreement shall be satisfied true and correct in all material respects (it being understood that all references other than to the extent qualified by materiality or “the date of the making of Material Adverse Effect”, in which case, such Loan” or similar language in such Section 4.2(a) representations and warranties shall be deemed true and correct); provided that, in the event that the tranche of Incremental Term Loans is used to refer to the effective date of such Incremental Amendment) (except, finance a Permitted Acquisition and to the extent the proceeds Incremental Term Lenders participating in such tranche of the Incremental Term Loans are to be used to finance an Acquisitionagree, such representations the foregoing clause (B) shall be limited to customary “specified representations” and those representations included in the Specified Representations acquisition agreement related to such Permitted Acquisition that are material to the interests of the Lenders and Specified Acquisition Agreement Representationsonly to the extent that the Irish Holdco or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations; (ii) on a pro forma basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to clauses (a) or (b) of Section 5.01 (or, if prior thereto, pursuant to Section 3.04) as if (x) in the case of any Incremental Term Loans, such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of the Irish Holdco for testing compliance therewith or (y) in the case any Incremental Revolving Commitments, all Revolving Loans available to the Borrowers, including any such Incremental Revolving Commitment, had been outstanding on the last day of such fiscal quarter of the Irish Holdco for testing compliance therewith, the Irish Holdco shall be in compliance with the covenants set forth in Section 6.12 (at any time prior to the first test date pursuant to said Section 6.12, as if the initially applicable covenant levels were then in effect); and (iii) the Administrative Agent shall have received customary documents and legal opinions, board resolutions and officers’ certificates opinions consistent with those delivered on the Original Closing Date other than changes as to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion matters as are reasonably satisfactory to requested by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s Borrowers’ consent (not to be unreasonably withheld, delayed or conditioned) and furnished to the other parties hereto. (df) The Incremental Amendment may, without the consent of Parent Borrower, or any other Loan Party, Agent Agents or Lenders, effect such amendments to this Agreement and the other Financing Agreements Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent BorrowerBorrowers, to effect the provisions of this Section 2.82.20. The applicable Borrowers will use the proceeds of the Incremental Term Loans and Incremental Revolving Loans for any purpose not prohibited by this Agreementtheir general corporate purposes (including loans and other Investments in the Irish Holdco and its Subsidiaries as permitted herein). Incremental Term Loans and Incremental Revolving Commitments may be made by any existing Lender (but each no existing Lender will not have an any obligation to make a or provide any portion of any Incremental Term LoanLoan or Incremental Revolving Commitments) or by any other bank or other financial institution; provided that any such bank or financial institution (including any new or existing Lenders) providing Incremental Revolving Commitments shall be reasonably satisfactory to the Agent Administrative Agent, each Issuing Bank and the Parent BorrowerBorrowers. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitments, unless it so agrees. . (g) This Section 2.8 2.20 shall supersede any provisions in Section 2.7 2.18 or 12.3 9.02 to the contrary.