Common use of Incremental Extensions of Credit Clause in Contracts

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the Funding Date and ending on the Latest Maturity Date (or, in the case of any Revolving Commitment Increase (as defined below), on the Revolving Maturity 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 deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term LoansLoans and any Alternative Incremental Facility Debt, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such for all Incremental Extension Extensions of Credit has been funded made on and that such Incremental Extension after the Funding Date) of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal up to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)$40,000,000; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility AmendmentAmendment or the incurrence of such Alternative Incremental Facility Debt, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause (A) may be waived or limited to Defaults described in clauses (a)as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit, (b), (h) and (i) without the consent of Section 7.01any other Lenders), (B) the representations and warranties of Holdings, the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as incurrence of such earlier date Incremental Extension of Credit (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisitionany investment permitted hereunder, then the such condition precedent set forth in this clause (B) may be waived or limited to customary “specified representations and warranties” with respect to as agreed between the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to Lenders providing such Incremental Extension of Credit, without the Person to be acquiredconsent of any other Lenders), (C) after giving effect to the applicable such Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower Holdings shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 6.12 and 6.12 6.13 recomputed as of the last day of the most recently ended Fiscal Quarter fiscal quarter of the Borrower (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause (C) may shall be required to be satisfied in accordance with the terms as of the Borrower’s LCA Election under Section 1.03date on which the binding agreement for such investment is entered into rather than the date of effectiveness of the applicable Incremental Extension of Credit) and (D) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C)) above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,00010,000,000; provided that such amount may be less than $50,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 150,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal QuarterQuarter for which the Borrower was required to deliver financial statements pursuant to Section 5.01(a) or Section 5.01(b), is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that provided, that, if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and (i) of Section 7.01)), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not yet delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer Compliance Certificate required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (CSection 2.20(a)(ii)(C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the any Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans denominated in dollars or Euros (the “Incremental Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans denominated in dollars or Euros (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving commitments available in dollars and/or one or more Permitted Foreign Currencies (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”), (iv) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, any Incremental Term Loan Increase, any Alternative Incremental Facility Debt and the Incremental Revolving Commitments, the “Incremental Extensions of Credit”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment Increase and any Incremental Term Loan Increase, the “Incremental Facilities”) or (iiiv) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not of up to exceed the sum of (x) $125,000,000 €215,000,000 (less the aggregate outstanding principal amount of Cash Management Financing Facilities (as determined at the time of incurrence of such Incremental Facilities in accordance with Section 1.06)), plus (y) the amount of any voluntary prepayments of the Term Loans and permanent reductions in the amount of the Revolving Commitments, in each case, to the extent not funded with long-term Indebtedness, plus (z) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit has been funded and that on such Incremental Extension of Credit is secureddate), the Total Consolidated Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 1.75 to 1.00 (provided assuming any Incremental Revolving Commitments (including pursuant to any Revolving Commitment Increase) being established at such time are fully drawn and excluding any amounts incurred concurrently in reliance on clause (v)(x) above) (it being understood that if the proceeds of the applicable relevant Incremental Extension Extensions of Credit are to will be used applied to finance a Limited Condition Acquisition then Transaction and the calculation under this clause (y) Swiss Borrower has made an LCT Election, compliance with the Consolidated Secured Leverage Ratio test prescribed above may be satisfied in accordance with the terms determined as of the Borrower’s LCA Election under Section 1.03LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis); provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (provided that if or, in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a any Limited Condition Acquisition then Transaction permitted hereunder for which the condition precedent set forth in this clause (A) may Swiss Borrower has made an LCT Election, no Event of Default shall exist and be limited to Defaults described in clauses (a), (b), (h) and (i) continuing as of Section 7.01the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Borrowers and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materialitymateriality or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount incurrence of such Incremental Extension of Credit shall have been funded as Loans (or, if incurred in connection with a Limited Condition Transaction, on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter LCT Test Date) (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any Investment permitted hereunder, such condition precedent set forth in this clause related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the applicable Borrower and the Lenders providing such Incremental Extension of Credit, without the consent of any other Lenders) and (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the applicable Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculationabove. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase Increase, shall be in an integral multiple of $10,000,000 the €5,000,000 and be in an aggregate principal amount that is not less than $50,000,000€25,000,000; provided that such amount may be less than $50,000,000 €25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the Effective Date and ending on the latest Maturity 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 deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Facilities”) (provided that at no time shall there be more than a total of four Classes of revolving credit commitments outstanding), (iii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments of either Class (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term LoansFacilities, any Alternative Incremental Facility Debt and the Incremental Revolving Facilities, the “Incremental Extensions of Credit”) or (iiiiv) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not of up to exceed the sum of (x) $125,000,000 200,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit has been funded on such date and that such Incremental Extension Extensions of Credit is securedare secured on a senior basis), the Total Senior Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 2.25 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent related to the absence of Default or Event of Default shall be that no Event of Default of the type set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and or (i) of Section 7.01shall have occurred and be continuing), (B) the representations and warranties of Holdings, the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount incurrence of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause (C) related to the making and accuracy of such representations and warranties may be satisfied in accordance with waived or limited as agreed between the terms Borrower and the Lenders providing such Incremental Extension of Credit, without the Borrower’s LCA Election under Section 1.03consent of any other Lenders) and (DC) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C)above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (Cy) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase Increase, shall be in an integral multiple of $10,000,000 5,000,000 and be in an aggregate principal amount that is not less than $50,000,00025,000,000; provided that such amount may be less than $50,000,000 25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower may, by notice may at any time and from time to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)time, request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or in minimum principal amounts of $20.0 million, provided that (iiia) immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to any Incremental Facility Amendment (and the incurrence making of such additional amount any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (but without including giving pro forma effect to any amount incurred simultaneously under the immediately preceding clause Incremental Facility Amendment (x)) and the application making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the First Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the proceeds therefrom Collateral with the Term Loans. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and assuming that the full amount Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit has been funded and provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, Incremental Extensions of Credit shall not have a final maturity date earlier than the Maturity Date and shall not have a weighted average life that is secured)shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the Total Secured Net Leverage Ratioother Loan Documents, recomputed executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the last day Administrative Agent, to effect the provisions of this Section, and provided, however, the most recently ended Fiscal Quarter, is equal interest rates and fees applicable to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable any Incremental Extension of Credit are shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to be used to finance a Limited Condition Acquisition then the calculation under this clause satisfaction on the date thereof (yeach, an “Incremental Facility Closing Date”) may be satisfied in accordance with the terms of each of the Borrower’s LCA Election under conditions set forth in Section 1.034.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that at the time of each such request and upon the effectiveness of , and, except as otherwise specified in the applicable Incremental Facility Amendment, (A) no Default has occurred the Administrative Agent shall have received legal opinions, board resolutions and is continuing or shall result therefrom (provided that if other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth abovemay be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower may, by notice may at any time and from time to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)time, request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during and/or increase the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments Facility (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or in minimum principal amounts of $20.0 million, provided that (iiia) immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to any Incremental Facility Amendment (and the incurrence making of such additional amount any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall be in compliance, on a Pro Forma Basis (but without including giving pro forma effect to any amount incurred simultaneously under the immediately preceding clause Incremental Facility Amendment (x)) and the application making of any Incremental Extensions of Credit pursuant thereto)), with the Total Leverage Ratio required by Section 6.10 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.21 shall not exceed (i) $100.0 million minus (ii) the aggregate principal amount (or committed amount, if applicable) of “Incremental Extensions of Credit” (as defined in the Second Lien Credit Agreement). The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the proceeds therefrom Collateral with the Term Loans or the Revolving Loans, as applicable. In the case of additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and assuming that the full amount Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit has been funded and provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders, (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date or the Revolving Facility Maturity Date, as applicable, and (iii) in the case of additional term loans, Incremental Extensions of Credit shall not have a weighted average life that is secured)shorter than that of the then-remaining weighted average life of the Term Loans. Any additional bank, financial institution, existing Lender or other person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution or other person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the Total Secured Net Leverage Ratioother Loan Documents, recomputed executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the last day Administrative Agent, to effect the provisions of this Section, and provided, however, the most recently ended Fiscal Quarter, is equal interest rates and fees applicable to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable any Incremental Extension of Credit are shall be determined by the Borrower and the Additional Lenders (as defined below). The effectiveness of any Incremental Facility Amendment shall be subject to be used to finance a Limited Condition Acquisition then the calculation under this clause satisfaction on the date thereof (yeach, an “Incremental Facility Closing Date”) may be satisfied in accordance with the terms of each of the Borrower’s LCA Election under conditions set forth in Section 1.034.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that at the time of each such request and upon the effectiveness of , and, except as otherwise specified in the applicable Incremental Facility Amendment, (A) no Default has occurred the Administrative Agent shall have received legal opinions, board resolutions and is continuing or shall result therefrom (provided that if other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. The proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth abovemay be used for any purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.

Incremental Extensions of Credit. (a) At any time and from time to timeRequest for Incremental Extensions of Credit. Provided there exists no Default, subject to the terms and conditions set forth herein, the Borrower may, by upon notice to the Administrative Agent (whereupon Agent, the Administrative Agent shall promptly deliver a copy Borrower may from time to each of the Lenders), time request to (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase” and, together with the “Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)Agreement; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be is in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as Section 7.04 of the last day Credit Agreement after giving pro forma effect to such requested increase (with such pro forma compliance calculated (x) in the case of any Revolving Commitment Increase, assuming the full drawing of the most recently ended Fiscal Quarter commitments in respect thereof and (provided that if y) without giving effect to the proceeds of the applicable any such Incremental Extension Extensions of Credit are in calculating unrestricted cash and Cash Equivalents); provided that with respect to any Incremental Term Loans the proceeds of which shall be used to finance a Limited Condition Acquisition then permitted acquisition, the condition precedent Borrower need only be in compliance with the financial covenants set forth in this clause (C) may be satisfied in accordance with the terms Section 7.04 of the Borrower’s LCA Election under Section 1.03Credit Agreement as of the date of execution of the applicable acquisition documentation after giving pro forma effect to such requested increase, (ii) any such request shall be in a minimum amount of $5,000,000, (iii) the aggregate amount of any Incremental Term Loans and Revolving Commitment Increase shall not exceed the Incremental Amount (Div) the Borrower shall have delivered may make a certificate maximum of a Responsible Officer five (5) such requests, (v) to achieve the full amount of the requested Incremental Term Loans or Revolving Commitment Increase, and subject to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as approval of the last day of any Fiscal Quarter for which Administrative Agent, the Borrower has not delivered may invite additional Eligible Assignees to become Lenders with respect to the Incremental Term Loans or Revolving Commitment Increase pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent the financial statements and certificate of a Responsible Officer required its counsel; provided that with respect to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase Increase, the L/C Issuer and the Swing Line Lender shall be deemed have consented to such additional Eligible Assignees that are not existing Revolving Credit Lenders (such consents not to be fully drawn as of unreasonably withheld or delayed) and (vi) the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each or Revolving Commitment Increase shall be rank pari passu in an integral multiple right of $10,000,000 payment and be right of security in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all respect of the remaining availability under Collateral with the aggregate principal amount of Incremental Extensions of Credit set forth aboveLoans.

Incremental Extensions of Credit. (a) At any time and from time to timeduring the 2018 Extended Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”)) or additional Revolving Commitments, (ii) solely during the 2018 Extended Revolving Availability Period, one Commitments or more increases in the aggregate amount of the Extended Revolving Commitments (each such increase, a the “Revolving Commitment IncreaseIncremental Revolver Commitments” and, and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Additional Credit Extension Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a)therefrom, (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 Financial Performance Covenant recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Borrower for which financial statements are available and (z) other than with respect to the incurrence of Series B Tranche B Term Loans incurred prior to the Series B Deadline, on a Pro Forma Basis after giving effect to any such Incremental Extension of Credit are the Secured Leverage Ratio of Borrower would be less than or equal to be used 3.50 to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn 1.00 as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation recent fiscal quarter of the Total Secured Net Leverage Ratio Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or the Total Net Leverage Ratio for purposes of this Section 2.20(a(b), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of The Incremental Extensions of Credit set forth above.Credit:

Incremental Extensions of Credit. (a) At any time Each Additional Lender hereby agrees to provide Incremental Extensions of Credit as set forth in Schedule 1 hereto and from time (i) severally agrees that it shall be considered a Lender for all purposes under the Loan Documents and agrees to time, subject be bound by the terms thereof; (ii) agrees that all Incremental Extensions of Credit shall constitute Revolving Commitments for all purposes of the Loan Documents; (iii) severally agrees to make its Revolving Commitments (including such Incremental Extensions of Credit) available in accordance with the Loan Documents and this Incremental Amendment; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and conditions set forth herein, the Borrower may, this Incremental Amendment are required to be performed by notice it as a Lender and as an Additional Lender; and (vi) agrees to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to be bound by each of the Lenders)Loan Documents as a Lender for all purposes thereunder. The terms and provisions of the Incremental Extensions of Credit shall, request (i) except as set forth below, be identical to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in Commitments made on the Closing Date. The aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth abovemade under this Incremental Amendment shall not exceed $60,000,000.

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loan commitments ("Incremental Term Commitments" and the loans (made thereunder, the “"Incremental Term Loans”), ") or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate principal amount of the Revolving Commitments any Class of Loans (each such increase, a “Revolving Commitment "Term Loan Increase” " and, together with the Incremental Term Loans, the “"Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt"), in an aggregate principal amount not to exceed the sum of (x) $125,000,000 206,000,000, less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (x) of the definition of "Incremental Equivalent Indebtedness" at or prior to such time, plus (y) [reserved], plus (z) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom therefrom, (and assuming 1) in the case of any Term Loan Increase or any Incremental Term Loans that will be secured by the full amount Collateral on a pari passu basis (but without regard to control of such Incremental Extension remedies) with the Obligations in respect of Credit has been funded and that such Incremental Extension of Credit is secured)the Term Loans, the Total Secured First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal QuarterQuarter giving effect to the incurrence of such Incremental Extension of Credit, is equal to or less than 2.50 2.00 to 1.00 or (provided 2) in the case of any Incremental Term Loans that if will be secured by the proceeds Collateral on a junior basis to the Obligations in respect of the applicable Term Loans, the Secured Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Extension of Credit are Credit, is equal to be used or less than 3.00 to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition Conditions Transaction, then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (hf) and (ig) of Section 7.01), 9.01) and (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition AcquisitionConditions Transaction, then the condition precedent set forth in this clause (B) may be limited to (x) customary “specified representations and warranties” warranties with respect to Holdings, the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired); provided, (C) after giving effect to further, that if the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Term Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used secured by the Collateral on a junior basis to finance a Limited Condition Acquisition then the condition precedent set forth Obligations in this clause (C) may be satisfied in accordance with the terms respect of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Term Loans, then such Incremental Term Loans shall have delivered a certificate of a Responsible Officer be subject to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with an intercreditor agreement reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered satisfactory to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal QuarterAgent. In connection with any calculation of the Total Secured First Lien Net Leverage Ratio or the Total Secured Net Leverage Ratio for purposes of this Section 2.20(a2.13(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Extensions of Credit shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,0005,000,000; provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), ) request (iA) to add one or more additional tranches new commitments which may be in the same Facility as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (“Additional Incremental Term Loans” and collectively with any Term Loan Increase, the “Incremental Term LoansCommitments”), ) and/or (iiB) solely during the Revolving Availability Period, one or more increases in the aggregate amount of any outstanding Class of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) or the establishment of one or more new Class of revolving commitments (any such new commitments, “Additional Incremental Revolving Commitments” and, together and collectively with the Incremental Term Loansany Revolving Commitment Increases, the “Incremental Extensions of CreditRevolving Commitments” and the Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a)therefrom, (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 Financial Performance Covenant (such covenant to be applied even if no Revolving Loan or Swingline Loan and 6.12 recomputed as less than $7.5 million of LC Exposure is outstanding) and (z) no more than five Classes of Incremental Commitments requested pursuant to Section 2.20(a) (excluding any Class of Incremental Commitments requested pursuant to Section 2.20(a)(ii), and any subsequent Term Loan Increase to such Class) shall be permitted to be outstanding at any one time. The terms, provisions and documentation of the last day Incremental Commitments of any Class shall be as agreed between the most recently ended Fiscal Quarter (provided that if the proceeds of Borrower and the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent Lenders providing such Incremental Commitments, and except as otherwise set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer herein, to the effect set forth in the immediately preceding clauses (A)extent not identical to a then outstanding Class, (B) and (C), together with shall be reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered satisfactory to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal QuarterAgent. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a)event, the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.Commitments:

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), (a) at any time prior to the Term Loan Maturity Date, request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), ) in minimum principal amounts of $25,000,000 and (iib) solely during at any time prior to the Revolving Availability PeriodMaturity Date, one or more increases in request to add additional revolving commitments (the aggregate amount of the “Incremental Revolving Commitments (each such increase, a “Revolving Commitment IncreaseCommitments” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum principal amounts of $25,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default has occurred or is continuing or shall result therefrom and (b) on a Pro Forma Basis, recomputed as of the last day of the most recently ended Fiscal Quarterfiscal quarter of the Borrower for which financial statements are available, is equal to or (i) the Borrower shall be in compliance with the covenants contained in Sections 6.12 and 6.13 and (ii) the Net Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 1.00. The Incremental Extensions of Credit (provided that if a) shall (i) in the proceeds case of Incremental Term Loans, be in an aggregate principal amount not exceeding $100,000,000 and (ii) in the case of Incremental Revolving Commitments, be in an aggregate principal amount not exceeding $50,000,000, (b) shall rank pari passu in right of payment and right of security in respect of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance Collateral with the Term Loans or the Revolving Loans, as the case may be, and (c) other than amortization, pricing and maturity date, shall have the same terms of as the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon Term Loans or Revolving Commitments, as applicable, as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment, Amendment (A) no Default has occurred and is continuing or shall result therefrom (the “Existing Extensions of Credit”); provided that (i) if the proceeds Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of the applicable Credit) relating to any Incremental Extension of Credit are exceeds the Applicable Rate relating to the analogous Existing Extensions of Credit by more than 0.25%, the Applicable Rate relating to the analogous Existing Extensions of Credit shall be adjusted to be used equal to finance a Limited Condition Acquisition then the condition precedent set forth in this clause Applicable Rate (A) may be limited to Defaults described in clauses (a)which, (b)for such purposes only, (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in deemed to include all material respects (upfront or in similar fees or original issue discount payable to all respects, as applicableLenders providing such Incremental Extensions of Credit) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect relating to the applicable Incremental Extension Extensions of Credit and minus 0.25%, (ii) the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche form of Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.in the form of Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Maturity Date and (iii) the

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the Effective Date and ending on the Latest Maturity Date (or, in the case of any Revolving Commitment Increase (as defined below), on the Revolving Maturity 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 deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Facilities”), (iii) to incur Alternative Incremental Facility Debt and (iv) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, any Alternative Incremental Facility Debt and the Incremental Revolving Commitments (and the Incremental Revolving Loans made thereunder), the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt), in an aggregate principal amount not of up to exceed the sum of (x) the greater of (A) $125,000,000 1,250,000,000 and (B) 100% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended determined on a Pro Forma Basis plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) above) and the application of the proceeds therefrom (and assuming that (1) the full amount of such Incremental Extension Extensions of Credit has been funded on such date and that (2) such Incremental Extension Extensions of Credit is securedconstitute Senior Secured Debt), the Total Senior Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 1.75 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that at the time of each such request and upon the effectiveness of the applicable each Incremental Facility AmendmentAmendment or the incurrence of such Alternative Incremental Facility Debt, (A) no Default or Event of Default (subject, in the case of such increase that are being used to finance a Limited Condition Transaction, to Section 1.07) has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any acquisition or Investment permitted hereunder, such condition precedent set forth in this clause (A) may be waived or limited to Defaults described in clauses (a)as agreed between the Borrower and the [[6121596]] Lenders providing such Incremental Extension of Credit, (b), (h) and (i) without the consent of Section 7.01any other Lenders), (B) subject, in the case of such increase that are being used to finance a Limited Condition Transaction, to Section 1.07, the representations and warranties of the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as incurrence of such earlier date Incremental Extension of Credit (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisitionany acquisition or Investment permitted hereunder, then the such condition precedent set forth in this clause (B) may be limited to (x) customary “specified representations and warranties” warranties with respect to the Borrower and the its Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) subject, in the case of such increase that are being used to finance a Limited Condition Transaction, to Section 1.07, after giving effect to the applicable such Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on as of such date), the Borrower shall be in compliance Total Net Leverage Ratio, calculated on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter fiscal quarter of the Borrower, does not exceed the Applicable Total Net Leverage Ratio as of such day (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then any acquisition or other Investment permitted hereunder or the irrevocable redemption or repayment of Indebtedness, such condition precedent set forth in this clause (C) may shall be satisfied in accordance with the terms of required to be satisfied, at the Borrower’s LCA Election under election, as of the date on which the binding agreement for such acquisition or other Investment is entered into or the date of irrevocable notice of redemption or repayment, as applicable, rather than the date of effectiveness, of the applicable Incremental Extension of Credit; provided, further, that if the Borrower has made the election to measure such compliance on the date on which the binding agreement for such acquisition or other Investment is entered into or the date of irrevocable notice of redemption or repayment, as applicable, then in connection with the calculation of any financial ratio with respect to any covenant set forth in Article VI or in connection with the designation of an Unrestricted Subsidiary pursuant to Section 1.035.13, in each case on or following such date and prior to the earlier of the date on which such acquisition is consummated, the binding agreement for such acquisition or Investment is terminated or such redemption or repayment is made, such financial ratio shall be calculated on a Pro Forma Basis assuming such acquisition, such other Investment, repayment or redemption and any other pro forma events in connection therewith (including the incurrence of Indebtedness and such Incremental Extension of Credit) have been consummated, except to the extent such calculation would result in a lower Total Net Leverage Ratio than would apply if such calculation was made without giving effect to such acquisition, such other Investment, the irrevocable redemption or repayment of Indebtedness, other pro forma events in connection therewith or the incurrence of Indebtedness or any Incremental Extension of Credit on a Pro Forma Basis) and (D) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C)) above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (y) and clause (C) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and [[6121596]] Incremental Revolving Commitments and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 5,000,000 (or, in the case of Incremental Term Loans denominated in Euro, the smallest amount of Euro that is an integral multiple of €100,000 and that has a Dollar Equivalent in excess of $5,000,000) and be in an aggregate principal amount that the Dollar Equivalent of which is not less than $50,000,000; provided that such amount may be less than an amount the Dollar Equivalent of which is $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. In connection with any calculation of the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.21(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Senior Secured Debt or Total Indebtedness, respectively.

Incremental Extensions of Credit. (a) At any time and from time to timeafter the Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower mayBorrowers may from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum Dollar Equivalent principal amounts of $50,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default or Event of Default has occurred and is continuing or shall result therefrom, recomputed (b) on a Pro Forma Basis, as of the last day of the most recently ended Fiscal Quarterfiscal quarter of the U.S. Borrower for which financial statements have been delivered pursuant to Section 5.04, is equal the U.S. Borrower and the Subsidiaries shall be in compliance with the Financial Performance Covenants as in effect at such time and (c) the U.S. 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. The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding $600,000,000, (b) shall rank pari passu or less junior in right of payment and right of security in respect of the Collateral with the Term Loans and (c) other than 2.50 amortization, pricing and maturity date, shall have terms substantially similar to 1.00 those with respect to (provided that if 1) in the proceeds case of Incremental Extensions of Credit in the form of a tranche A facility, the Tranche A-1 Term Loans and the Tranche A-2 Term Loans and (2) in the case of Incremental Extensions of Credit in the form of a tranche B facility, the Tranche B-1 Term Loans and the Tranche B-3 Term Loans, in each case as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment; provided that (i) in the event that the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Extension of Credit are made after the aggregate principal amount of Incremental Extensions of Credit made hereunder exceeds (or that would cause the aggregate principal amount of Incremental Extensions of Credit made hereunder to be used exceed) $150,000,000 exceeds the Applicable Margin relating to finance (A) in the case of any Incremental Extensions of Credit in the form of a Limited Condition Acquisition then tranche A facility, the calculation under this clause Tranche A-1 Term Loans and/or the Tranche A-2 Term Loans and (yB) may be satisfied in accordance with the terms case of any Incremental Extensions of Credit in the Borrower’s LCA Election under Section 1.03); provided that at form of a tranche B facility, the time of Tranche B-1 Term Loans and/or the Tranche B-3 Term Loans, in each such request and upon case as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment, by more than 0.25%, the Applicable Margin relating to (Ax) no Default has occurred in the case of any Incremental Extensions of Credit in the form of a tranche A facility, the Tranche A-1 Term Loans and/or the Tranche A-2 Term Loans and is continuing or shall result therefrom (provided that if y) in the proceeds case of the applicable any Incremental Extension of Credit are in the form of a tranche B facility, the Tranche B-1 Term Loans and/or the Tranche B-3 Term Loans, shall be adjusted to be used equal to finance the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to such Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of Credit shall not have a Limited Condition Acquisition then final maturity date earlier than the condition precedent set forth in this clause Tranche B-3 Maturity Date, (Aiii) the Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche B-3 Term Loans and (iv) Incremental Extensions of Credit may be limited to Defaults described funded in clauses Dollars, Euros or Sterling (a), (b), (h) and (i) of Section 7.01), (B) as agreed by the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of Lenders under the applicable Incremental Facility Amendment, except in the case ). Any Person that elects to extend Incremental Extensions of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty Credit shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of reasonably satisfactory to the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries Administrative Agent (any such Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (yan “Incremental Facility Amendment”) customary specified acquisition agreement representations with respect to the Person to be acquired)this Agreement, (C) after giving effect to the modifications permitted by this Section 2.23, and, as appropriate, the other Loan Documents, executed by the applicable Incremental Extension of Credit Borrower, each Additional Lender and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be Administrative Agent. Commitments in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount respect of Incremental Extensions of Credit shall be Commitments under this Agreement. An Incremental Facility 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 opinion of the Administrative Agent, to effect the provisions of this Section 2.23. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth abovein Section 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of the Incremental Extensions of Credit shall be used for any mandatory prepayments required hereunder and thereafter for general corporate purposes of the Borrower and the Subsidiaries.

Incremental Extensions of Credit. (a) At The Borrower and any time and one or more Lenders (including New Lenders) may (but shall have no obligation) from time to time, subject time agree that such Lenders shall provide to the terms Borrower Incremental Term Loans, additional revolving loan facilities (each, an “Incremental Revolving Facility”; and conditions set forth hereinthe commitments thereunder, the Borrower may“Incremental Revolving Facility Commitments”) or increased Revolving Facility Commitments (any such increased Revolving Facility Commitments, “Increased Revolving Facility Commitments”), as applicable, by notice executing and delivering to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an Increased Facility Activation Notice specifying (i) to add one the amount of such increase or more the additional tranches of term loans (or facilities and the “Incremental Term Loans”)Facility or Facilities involved, (ii) solely during the Revolving Availability Periodapplicable Increased Facility Closing Date, one or more increases (iii) in the aggregate amount case of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, (w) the “applicable Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility DebtTerm Maturity Date, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus the amortization schedule for such Incremental Term Loans, (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of Applicable Margin for such Incremental Extension of Credit has been funded Term Loans and that (z) whether such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to Term Loans shall be Incremental Tranche A Term Loans or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) Tranche B Term Loans and (iiv) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior dateIncremental Revolving Facility Commitments, (x) the applicable termination date in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as respect of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisitioncommitments, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with the Applicable Margin for Revolving Facility Loans in respect to the Person to be acquiredof such commitments (such loans, “Incremental Revolving Facility Loans”), and (Cz) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount commitment fee rate in respect of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000Facility Commitments; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.that

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loan commitments (“Incremental Term Commitments” and the loans (made thereunder, the “Incremental Term Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate principal amount of the Revolving Commitments any Class of Loans (each such increase, a “Revolving Commitment Term Loan Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt), in an aggregate principal amount not to exceed the sum of (x) $125,000,000 206,000,000, less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (x) of the definition of “Incremental Equivalent Indebtedness” at or prior to such time, plus (y) [reserved], plus (z) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom therefrom, (and assuming 1) in the case of any Term Loan Increase or any Incremental Term Loans that will be secured by the full amount Collateral on a pari passu basis (but without regard to control of such Incremental Extension remedies) with the Obligations in respect of Credit has been funded and that such Incremental Extension of Credit is secured)the Term Loans, the Total Secured First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal QuarterQuarter giving effect to the incurrence of such Incremental Extension of Credit, is equal to or less than 2.50 2.00 to 1.00 or (provided 2) in the case of any Incremental Term Loans that if will be secured by the proceeds Collateral on a junior basis to the Obligations in respect of the applicable Term Loans, the Secured Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Extension of Credit are Credit, is equal to be used or less than 3.00 to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition Conditions Transaction, then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (hf) and (ig) of Section 7.01), 9.01) and (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition AcquisitionConditions Transaction, then the condition precedent set forth in this clause (B) may be limited to (x) customary “specified representations and warranties” warranties with respect to Holdings, the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired); provided, (C) after giving effect to further, that if the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Term Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used secured by the Collateral on a junior basis to finance a Limited Condition Acquisition then the condition precedent set forth Obligations in this clause (C) may be satisfied in accordance with the terms respect of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Term Loans, then such Incremental Term Loans shall have delivered a certificate of a Responsible Officer be subject to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with an intercreditor agreement reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered satisfactory to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal QuarterAgent. In connection with any calculation of the Total Secured First Lien Net Leverage Ratio or the Total Secured Net Leverage Ratio for purposes of this Section 2.20(a2.13(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Extensions of Credit shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,0005,000,000; provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time to timeafter the Effective Funding Time, subject to the terms and conditions set forth herein, the Borrower mayBorrowers may from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum Dollar Equivalent principal amounts of $50,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default or Event of Default has occurred and is continuing or shall result therefrom and (b) on a Pro Forma Basis, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds fiscal quarter of the applicable U.S. Borrower for which financial statements have been delivered pursuant to Section 5.04, the U.S. Borrower and the Subsidiaries shall be in compliance with the covenants contained in Section 6.11 and 6.12. The Incremental Extension Extensions of Credit are to (a) shall be used to finance a Limited Condition Acquisition then in an aggregate principal amount not exceeding $600,000,000, (b) shall rank pari passu or junior in right of payment and right of security in respect of the calculation under this clause (y) may be satisfied in accordance Collateral with the Term Loans and (c) other than amortization, pricing and maturity date, shall have terms substantially similar to those with respect to (1) in the case of Incremental Extensions of Credit in the Borrower’s LCA Election under Section 1.03); provided that at form of a tranche A facility, the time Tranche A-1 Term Loans and (2) in the case of Incremental Extensions of Credit in the form of a tranche B facility, the Tranche B-1 Term Loans, in each such request and upon case as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (; provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) the Incremental Extensions of Section 7.01)Credit in the form of a tranche A facility shall not have a final maturity date earlier than the Tranche A-1 Maturity Date and the Incremental Extensions of Credit in the form of a tranche B facility shall not have a final maturity date earlier than the Tranche B- 0 Xxxxxxxx Xxxx, (Bxx) the representations and warranties Incremental Extensions of Credit in the form of a tranche A facility shall not have a weighted average life that is shorter than that of the Loan Parties set forth then-remaining weighted average life of the Tranche A-1 Term Loans and the Incremental Extensions of Credit in the Loan Documents would be true and correct in all material respects (or, in the case form of representations and warranties qualified as to materiality, in all respects) on and as a tranche B facility shall not have a weighted average life that is shorter than that of the date ofthen-remaining weighted average life of the Tranche B-1 Term Loans and (iii) Incremental Extensions of Credit may be funded in Dollars, and immediately after giving effect to, Euros or Sterling (as agreed by the effectiveness of Lenders under the applicable Incremental Facility Amendment, except in the case ). Any Person that elects to extend Incremental Extensions of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty Credit shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of reasonably satisfactory to the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries Administrative Agent (any such Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (yan “Incremental Facility Amendment”) customary specified acquisition agreement representations with respect to the Person to be acquired)this Agreement, (C) after giving effect to the modifications permitted by this Section 2.23, and, as appropriate, the other Loan Documents, executed by the applicable Incremental Extension of Credit Borrower, each Additional Lender and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be Administrative Agent. Commitments in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount respect of Incremental Extensions of Credit shall be Commitments under this Agreement. An Incremental Facility 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 opinion of the Administrative Agent, to effect the provisions of this Section 2.23. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth abovein Section 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes of the Borrower and the Subsidiaries.

Incremental Extensions of Credit. (a) At any time and from time to timetime after the Fourth Amendment Effective 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 deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, Debt in an aggregate principal amount for all such Incremental Extensions of Credit and Alternative Incremental Facility Debt incurred after the Fourth Amendment Effective Date not to exceed the sum of (x) $125,000,000 250,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal QuarterQuarter for which the Borrower was required to deliver financial statements pursuant to Section 5.01(a) or Section 5.01(b), is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that that, if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and (i) of Section 7.01)), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not yet delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer Compliance Certificate required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (CSection 2.20(a)(ii)(C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At a)At any time and from time to time, commencing on the First Restatement Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Facilities”) (provided that at no time shall there be more than a total of four Classes of revolving credit commitments outstanding), (iii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments of either Class (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term LoansFacilities, any Alternative Incremental Facility Debt and the Incremental Revolving Facilities, the “Incremental Extensions of Credit”) or (iiiiv) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not of up to exceed the sum of (x) $125,000,000 200,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) above) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit has been funded on such date and that such Incremental Extension Extensions of Credit is securedare secured on a senior basis), the Total Senior Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 2.25 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent related to the absence of Default or Event of Default shall be that no Event of Default of the type set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and or (i) of Section 7.01shall have occurred and be continuing), (B) the representations and warranties of the Borrowers and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount incurrence of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the applicable Borrowers and the Lenders providing such Incremental Extension of Credit, without the consent of any other Lenders) and (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Borrowers shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C)above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (Cy) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase Increase, shall be in an integral multiple of $10,000,000 5,000,000 and be in an aggregate principal amount that is not less than $50,000,00025,000,000; provided that such amount may be less than $50,000,000 25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time to timeafter the Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower mayBorrowers may from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum Dollar Equivalent principal amounts of $50,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default or Event of Default has occurred and is continuing or shall result therefrom, recomputed (b) on a Pro Forma Basis, as of the last day of the most recently ended Fiscal Quarterfiscal quarter of the U.S. Borrower for which financial statements have been delivered pursuant to Section 5.04, is equal the U.S. Borrower and the Subsidiaries shall be in compliance with the Financial Performance Covenants as in effect at such time and (c) the U.S. 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. The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding $600,000,000, (b) shall rank pari passu or less junior in right of payment and right of security in respect of the Collateral with the Term Loans and (c) other than 2.50 amortization, pricing and maturity date, shall have terms substantially similar to 1.00 those with respect to (provided that if 1) in the proceeds case of Incremental Extensions of Credit in the form of a tranche A facility, the Tranche A-1 Term Loans and (2) in the case of Incremental Extensions of Credit in the form of a tranche B facility, the Tranche B-1 Term Loans, in each case as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment; provided that (i) in the event that the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Extension of Credit are made after the aggregate principal amount of Incremental Extensions of Credit made hereunder exceeds (or that would cause the aggregate principal amount of Incremental Extensions of Credit made hereunder to be used exceed) $150,000,000 exceeds the Applicable Margin relating to finance (A) in the case of any Incremental Extensions of Credit in the form of a Limited Condition Acquisition then tranche A facility, the calculation under this clause Tranche A-1 Term Loans and (yB) may be satisfied in accordance with the terms case of any Incremental Extensions of Credit in the Borrower’s LCA Election under Section 1.03); provided that at form of a tranche B facility, the time of Tranche B-1 Term Loans, in each such request and upon case as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment, by more than 0.25%, the Applicable Margin relating to (Ax) no Default has occurred in the case of any Incremental Extensions of Credit in the form of a tranche A facility, the Tranche A-1 Term Loans and is continuing or shall result therefrom (provided that if y) in the proceeds case of the applicable any Incremental Extension of Credit are in the form of a tranche B facility, the Tranche B-1 Term Loans, shall be adjusted to be used equal to finance the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to such Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of Credit shall not have a Limited Condition Acquisition then final maturity date earlier than the condition precedent set forth in this clause Tranche B-1 Maturity Date, (Aiii) the Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche B-1 Term Loans and (iv) Incremental Extensions of Credit may be limited to Defaults described funded in clauses Dollars, Euros or Sterling (a), (b), (h) and (i) of Section 7.01), (B) as agreed by the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of Lenders under the applicable Incremental Facility Amendment, except in the case ). Any Person that elects to extend Incremental Extensions of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty Credit shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of reasonably satisfactory to the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries Administrative Agent (any such Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (yan “Incremental Facility Amendment”) customary specified acquisition agreement representations with respect to the Person to be acquired)this Agreement, (C) after giving effect to the modifications permitted by this Section 2.23, and, as appropriate, the other Loan Documents, executed by the applicable Incremental Extension of Credit Borrower, each Additional Lender and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be Administrative Agent. Commitments in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount respect of Incremental Extensions of Credit shall be Commitments under this Agreement. An Incremental Facility 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 opinion of the Administrative Agent, to effect the provisions of this Section 2.23. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth abovein Section 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the 100 Incremental Facility Closing Date). The proceeds of the Incremental Extensions of Credit shall be used for any mandatory prepayments required hereunder and thereafter for general corporate purposes of the Borrower and the Subsidiaries.

Incremental Extensions of Credit. (a) At any time and from time to timetime during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (i) to add one or more additional tranches tranche of term revolving loans (the “Incremental Term Revolving Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases increase in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Revolving Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01)therefrom, (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth contained in Sections 6.11 6.12, 6.13 and 6.12 6.14 recomputed as of the last day of the most most-recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause Borrower and (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C)above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (CB) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Cash Interest Expense for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C)Notwithstanding anything to contrary herein, any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of the Incremental Extensions of Credit set forth aboveshall not exceed $25,000,000.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the Effective Date and ending on the Latest Maturity Date (or, in the case of any Revolving Commitment Increase (as defined below), on the Revolving Maturity 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 deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Facilities”), (iii) to incur Alternative Incremental Facility Debt and (iv) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, any Alternative Incremental Facility Debt and the Incremental Revolving Commitments (and the Incremental Revolving Loans made thereunder), the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt), in an aggregate principal amount not of up to exceed the sum of (x) the greater of (A) $125,000,000 1,000,000,000 and (B) 75% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended determined on a Pro Forma Basis plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) above) and the application of the proceeds therefrom (and assuming that (1) the full amount of such Incremental Extension Extensions of Credit has been funded on such date and that (2) such Incremental Extension Extensions of Credit is securedconstitute Senior Secured Debt), the Total Senior Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 1.75 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that at the time of each such request and upon the effectiveness of the applicable each Incremental Facility AmendmentAmendment or the incurrence of such Alternative Incremental Facility Debt, (A) no Default or Event of Default (subject, in the case of such increase that are being used to finance a Limited Condition Transaction, to Section 1.07) has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any acquisition or Investment permitted hereunder, such condition precedent set forth in this clause (A) may be waived or limited to Defaults described in clauses (a)as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit, (b), (h) and (i) without the consent of Section 7.01any other Lenders), (B) subject, in the case of such increase that are being used to finance a Limited Condition Transaction, to Section 1.07, the representations and warranties of the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as incurrence of such earlier date Incremental Extension of Credit (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisitionany acquisition or Investment permitted hereunder, then the such condition precedent set forth in this clause (B) may be limited to (x) customary “specified representations and warranties” warranties with respect to the Borrower and the its Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) subject, in the case of such increase that are being used to finance a Limited Condition Transaction, to Section 1.07, after giving effect to the applicable such Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on as of such date), the Borrower shall be in compliance Total Net Leverage Ratio, calculated on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter fiscal quarter of the Borrower, does not exceed the Applicable Total Net Leverage Ratio as of such day (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then any acquisition or other Investment permitted hereunder or the irrevocable redemption or repayment of Indebtedness, such condition precedent set forth in this clause (C) may shall be satisfied in accordance with the terms of required to be satisfied, at the Borrower’s LCA Election under election, as of the date on which the binding agreement for such acquisition or other Investment is entered into or the date of irrevocable notice of redemption or repayment, as applicable, rather than the date of effectiveness, of the applicable Incremental Extension of Credit; provided, further, that if the Borrower has made the election to measure such compliance on the date on which the binding agreement for such acquisition or other Investment is entered into or the date of irrevocable notice of redemption or repayment, as applicable, then in connection with the calculation of any financial ratio with respect to any covenant set forth in Article VI or in connection with the designation of an Unrestricted Subsidiary pursuant to Section 1.035.13, in each case on or following such date and prior to the earlier of the date on which such acquisition is consummated, the binding agreement for such acquisition or Investment is terminated or such redemption or repayment is made, such financial ratio shall be calculated on a Pro Forma Basis assuming such acquisition, such other Investment, repayment or redemption and any other pro forma events in connection therewith (including the incurrence of Indebtedness and such Incremental Extension of Credit) have been consummated, except to the extent such calculation would result in a lower Total Net Leverage Ratio than would apply if such calculation was made without giving effect to such acquisition, such other Investment, the irrevocable redemption or repayment of Indebtedness, other pro forma events in connection therewith or the incurrence of Indebtedness or any Incremental Extension of Credit on a Pro Forma Basis) and (D) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C)) above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (y) and clause (C) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 5,000,000 (or, in the case of Incremental Term Loans denominated in Euro, the smallest amount of Euro that is an integral multiple of €100,000 and that has a Dollar Equivalent in excess of $5,000,000) and be in an aggregate principal amount that the Dollar Equivalent of which is not less than $50,000,000; provided that such amount may be less than an amount the Dollar Equivalent of which is $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. In connection with any calculation of the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.21(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Senior Secured Debt or Total Indebtedness, respectively.

Incremental Extensions of Credit. (a) At any time and from time to time, subject to during the terms and conditions set forth hereinRevolving Availability Period, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” or (ii) one or more additional tranches of revolving commitments in the form of a “first in, last out” tranche subject to customary terms and conditions satisfactory to the Administrative Agent (each, a “FILO Tranche Incremental Revolving Commitment” and, together with the Incremental Term Loansany Revolving Commitment Increase, the “Incremental Extensions of Credit” or the “Incremental Facilities”) or (iii) to incur Alternative Incremental Facility Debt), in an aggregate principal amount not to exceed the sum of (x) $125,000,000 350,000,000 plus (y) an additional the amount if, immediately after giving effect to of any voluntary permanent reductions in the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)Revolving Commitments; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if or, in the event the proceeds of the applicable any Incremental Extension of Credit in the form of a FILO Tranche Incremental Revolving Commitment are to be used to finance a any Limited Condition Acquisition then Transaction permitted hereunder for which the condition precedent set forth in this clause (A) may Borrower has made an LCT Election, no Default or Event of Default shall exist and be limited to Defaults described in clauses (a), (b), (h) and (i) continuing as of Section 7.01the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents (other than the representation and warranty set forth in Section 3.04(b)) would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materialitymateriality or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness incurrence of such Incremental Facility (provided that (x) the representation and warranty set forth in Section 3.04(a) shall be deemed to refer to the financial statements most recently delivered pursuant to Section 5.01(a) and (b), (y) the representation set forth in Section 3.15 shall be made as of the applicable date of such Incremental Facility Amendment, except ) and (z) in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if event the proceeds of the applicable any Incremental Extension of Credit in the form of a FILO Tranche Incremental Revolving Commitment are to be used to finance a Limited Condition Acquisitionany Investment permitted hereunder, then the such condition precedent set forth in this clause (B) related to the making and accuracy of such representations and warranties relating to the drawing of such FILO Tranche Incremental Revolving Commitments may be waived or limited to customary “specified representations and warranties” with respect to as agreed between the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of Lenders providing such Incremental Extension of Credit shall have been funded as Loans on such date)Credit, without the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as consent of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03any other Lenders) and (DC) the Borrower shall have delivered a certificate of a Responsible Financial Officer or legal officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculationabove. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Facility shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,00010,000,000; provided that such amount may be less than $50,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit permitted to be established hereunder as set forth above.

Incremental Extensions of Credit. (a) At any time and from time to timeafter the Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower mayBorrowers may from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, or one or more increases in the aggregate amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt), in an aggregate principal amount not to exceed the sum Incremental Amount in effect at such time and in minimum Dollar Equivalent principal amounts of $50,000,000 (x) $125,000,000 plus (y) an additional or such lesser amount if, equal to the Incremental Amount at such time); provided that immediately prior to and after giving effect to the incurrence any Incremental Facility Amendment (as defined below), (a) no Default or Event of such additional amount Default has occurred and is continuing or shall result therefrom, (but without giving effect to any amount incurred simultaneously under the immediately preceding clause b) on a Pro Forma Basis (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit has shall have been fully funded and that as Loans on such Incremental Extension of Credit is secureddate), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit are U.S. Borrower for which financial statements have been delivered pursuant to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to5.04, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the U.S. Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth Financial Performance Covenants as in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) effect at such time and (Dc) the U.S. Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), (Ba) and (C)b) above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (Cb) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time and from time prior to timethe Term Loan Maturity Date, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum principal amounts of $50,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default has occurred or is continuing or shall result therefrom and (b) on a Pro Forma Basis, recomputed as of the last day of the most recently ended Fiscal Quarterfiscal quarter of the Borrower for which financial statements are available, is equal to or (i) the Borrower shall be in compliance with the covenants contained in Sections 6.12 and 6.13 and (ii) the Net Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 1.00. The Incremental Extensions of Credit (provided that if the proceeds a) shall be in an aggregate principal amount not exceeding $100,000,000, (b) shall rank pari passu in right of payment and right of security in respect of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance Collateral with the Term Loans and (c) other than amortization, pricing and maturity date, shall have the same terms of as the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon Term Loans as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment; provided that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the Incremental Extensions of Credit exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Term Loan Lenders) relating to the Term Loans by more than 0.25%, the Applicable Rate relating to the 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 payable to all Lenders providing such Incremental Extensions of Credit) relating to the applicable Incremental Extensions of Credit minus 0.25%, (Aii) no Default has occurred the Incremental Extensions of Credit shall not have a final maturity date earlier than the Term Loan Maturity Date and (iii) the Incremental Extensions of Credit shall not have a weighted average life that is continuing or shall result therefrom (provided shorter than that if the proceeds of the applicable then-remaining weighted average life of the Term Loans. No Term Loan Lender shall be obligated to provide any Incremental Extension of Credit are unless it so agrees. Any additional bank, financial institution, Term Loan Lender or other Person that elects to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) extend Incremental Extensions of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty Credit shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect reasonably satisfactory to the Borrower and the Restricted Subsidiaries Administrative Agent (any such bank, financial institution, Term Loan Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (yan “Incremental Facility Amendment”) customary specified acquisition agreement representations with respect to the Person to be acquired)this Agreement, (C) after giving effect to the applicable Incremental Extension of Credit modifications permitted by this Section 2.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender and the application Administrative Agent. Commitments in respect of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.Incremental

Incremental Extensions of Credit. (a) At any time and from time to timeduring the 2018 Extended Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”)) or additional Revolving Commitments, (ii) solely during the 2018 Extended Revolving Availability Period, one Commitments or more increases in the aggregate amount of the Extended Revolving Commitments (each such increase, a the “Revolving Commitment IncreaseIncremental Revolver Commitments” and, and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Additional Credit Extension Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a)therefrom, (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 Financial Performance Covenant recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Borrower for which financial statements are available and (z) other than with respect to the incurrence of Series B Tranche B Term Loans incurred prior to the Series B Deadline and other than with respect to Incremental Extensions of Credit incurred pursuant to subclause (a)(x) below, on a Pro Forma Basis after giving effect to any such Incremental Extension of Credit are the Secured Leverage Ratio of Borrower would be less than or equal to be used 3.50 to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn 1.00 as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation recent fiscal quarter of the Total Secured Net Leverage Ratio Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or the Total Net Leverage Ratio for purposes of this Section 2.20(a(b), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of The Incremental Extensions of Credit set forth above.Credit:

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), (a) at any time prior to the Term Loan Maturity Date, request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), "INCREMENTAL TERM LOANS") in minimum principal amounts of $25,000,000 and (iib) solely during at any time prior to the Revolving Availability PeriodMaturity Date, one or more increases in request to add additional revolving commitments (the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” "INCREMENTAL REVOLVING COMMITMENTS" and, together with the Incremental Term Loans, the “Incremental Extensions "INCREMENTAL EXTENSIONS OF CREDIT") in minimum principal amounts of Credit”) or (iii) $25,000,000; PROVIDED that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default has occurred or is continuing or shall result therefrom and (b) on a Pro Forma Basis, recomputed as of the last day of the most recently ended Fiscal Quarterfiscal quarter of the Borrower for which financial statements are available, is equal to or (i) the Borrower shall be in compliance with the covenants contained in Sections 6.12 and 6.13 and (ii) the Net Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 1.00. The Incremental Extensions of Credit (provided that if a) shall (i) in the proceeds case of Incremental Term Loans, be in an aggregate principal amount not exceeding $100,000,000 and (ii) in the case of Incremental Revolving Commitments, be in an aggregate principal amount not exceeding $50,000,000, (b) shall rank PARI PASSU in right of payment and right of security in respect of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance Collateral with the Term Loans or the Revolving Loans, as the case may be, and (c) other than amortization, pricing and maturity date, shall have the same terms of as the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon Term Loans or Revolving Commitments, as applicable, as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment, Amendment (Athe "EXISTING EXTENSIONS OF CREDIT"); PROVIDED that (i) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of the applicable Credit) relating to any Incremental Extension of Credit are exceeds the Applicable Rate relating to the analogous Existing Extensions of Credit by more than 0.25%, the Applicable Rate relating to the analogous Existing Extensions of Credit shall be adjusted to be used equal to finance a Limited Condition Acquisition then the condition precedent set forth in this clause Applicable Rate (A) may be limited to Defaults described in clauses (a)which, (b)for such purposes only, (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in deemed to include all material respects (upfront or in similar fees or original issue discount payable to all respects, as applicableLenders providing such Incremental Extensions of Credit) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect relating to the applicable Incremental Extension Extensions of Credit and minus 0.25%, (ii) the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche form of Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.in the form of Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Maturity Date and (iii) the Incremental

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (i) to add one or more additional tranches of term loans in the form of either a “Tranche A Term Loan” or a “Tranche B Term Loan” (the “Incremental Term Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01)therefrom, (B) the representations and warranties of the each Loan Parties Party set forth in the Loan Documents would shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on at and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendmenteach such time, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired)date, (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence or assumption of such Indebtedness (and the application of the proceeds therefrom) with the financial covenants set forth contained in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit Borrower for which financial statements are required to be used have been delivered pursuant to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (CSection 5.01(b) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03or 5.01(d) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and clause (C)) above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer the Compliance Certificate required to be delivered by Section 5.01(a5.01(b) or 5.01(b5.01(d) and Section 5.01(c5.01(e), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Pro Forma Debt Service for the relevant period). For purposes of demonstrating compliance with clause Notwithstanding anything to contrary herein, the aggregate principal amount of the immediately preceding sentence Incremental Extensions of Credit shall not exceed the sum of (C)x) $500,000,000 and (y) an amount in excess thereof so long as the Total Net Leverage Ratio, any Revolving Commitment Increase shall be deemed to be fully drawn recomputed on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation fiscal quarter of the Total Secured Net Leverage Ratio Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(b) or the Total Net Leverage Ratio for purposes of this Section 2.20(a5.01(d), the cash proceeds of after giving effect to the applicable Incremental Extension of Credit will (and, if such Incremental Extension of Credit is in the form of a Revolving Commitment Increase, assuming for purposes of this calculation that such Revolving Commitment Increase is fully drawn as of the last day of such fiscal quarter) and the application of the proceeds thereof, is not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculationgreater than 5.00 to 1.00. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,00010,000,000; provided that such amount may be less than $50,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At any time The Additional Lender hereby agrees to provide Incremental Extensions of Credit of $10,000,000 and from time (i) severally agrees that it shall be considered a Lender for all purposes under the Loan Documents and agrees to time, subject be bound by the terms thereof; (ii) agrees that all Incremental Extensions of Credit shall constitute Revolving Commitments for all purposes of the Loan Documents; (iii) severally agrees to make its Revolving Commitments (including such Incremental Extensions of Credit) available in accordance with the Loan Documents and this Incremental Amendment; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the agent by the terms thereof together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and conditions set forth herein, the Borrower may, this Incremental Amendment are required to be performed by notice it as a Lender and as an Additional Lender; and (vi) agrees to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to be bound by each of the Lenders)Loan Documents as a Lender for all purposes thereunder. The terms and provisions of the Incremental Extensions of Credit shall, request (i) except as set forth below, be identical to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in Commitments made on the Closing Date. The aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth abovemade under this Incremental Amendment shall not exceed $10,000,000.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the First Restatement Effective Date and ending on the Latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Facilities”) (provided that at no time shall there be more than a total of four Classes of revolving credit commitments outstanding), (iii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments of either Class (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term LoansFacilities, any Alternative Incremental Facility Debt and the Incremental Revolving Facilities, the “Incremental Extensions of Credit”) or (iiiiv) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not of up to exceed the sum of (x) $125,000,000 200,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) above) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit has been funded on such date and that such Incremental Extension Extensions of Credit is securedare secured on a senior basis), the Total Senior Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 2.25 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent related to the absence of Default or Event of Default shall be that no Event of Default of the type set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and or (i) of Section 7.01shall have occurred and be continuing), (B) the representations and warranties of the Borrowers and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount incurrence of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the applicable Borrowers and the Lenders providing such Incremental Extension of Credit, without the consent of any other Lenders) and (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Borrowers shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C)above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (Cy) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase Increase, shall be in an integral multiple of $10,000,000 5,000,000 and be in an aggregate principal amount that is not less than $50,000,00025,000,000; provided that such amount may be less than $50,000,000 25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.

Incremental Extensions of Credit. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayEffective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) to add one or more additional tranches of term loans (the “Incremental Term Loans”), ) or (iib) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the any Incremental Term Loans, referred to herein as a “Credit Increase”), provided that (i) both at the “time of any such request and upon the effectiveness of any Incremental Extensions of Credit”) or Amendment referred to below, no Default shall exist and at the time that any such Incremental Term Loan is made (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to thereto) no Default shall exist and (ii) the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed Borrower shall be in compliance with each Financial Covenant determined on a pro forma basis as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit fiscal quarter for which financial statements are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (oravailable, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respectseach case, as applicable) as of if such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have Increase had been funded as Loans consummated on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of such fiscal quarter. Each Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; 25,000,000, in the case of Incremental Term Loans, or $10,000,000, in the case of a Revolving Commitment Increase (provided that such amount may be less than $50,000,000 such minimum if such amount represents all the remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Credit Increases shall not exceed $250,000,000. The Incremental Extensions Term Loans (A) shall rank pari passu in right of Credit payment and of security with the Revolving Loans and the Term Loans, (B) shall not mature earlier than the Term Maturity Date and shall have a weighted average life to maturity that is no shorter than the remaining weighted average life to maturity of the Term Loans, (C) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), and (D) except as provided in clause (B) above and except for the Applicable Rate with respect thereto, the terms and conditions applicable to Incremental Term Loans shall not be materially different from those of the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Credit Increase. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, at the Borrower’s option, 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 and, in the case of a Revolving Commitment Increase, the Issuing Bank, shall have consented (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 9.04(b) for an assignment of Term Loans or Revolving Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Credit Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any 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, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment). The Borrower may use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Credit Increases, unless it so agrees. Upon each increase in the Revolving Commitments pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “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 Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the participations hereunder in outstanding Letters of Credit and Swingline Loans shall be held by the Revolving Lenders (including Revolving Commitment Increase Lenders) ratably in proportion to their respective Applicable Percentages after giving effect to such Revolving Commitment Increase. If, as of the Incremental Facility Closing Date for any Revolving Commitment Increase, any Revolving Loans are outstanding, the Borrower shall prepay all such Revolving Loans then outstanding in accordance with this Agreement; provided that the Borrower may finance such prepayment by borrowing Revolving Loans hereunder in accordance with the applicable provisions of this Agreement from the Revolving Lenders (including Revolving Commitment Increase Lenders) ratably in proportion to their respective Applicable Percentages after giving effect to such Revolving Commitment Increase; provided further, that in connection with any Revolving Commitment Increase made pursuant to this Section 2.20, the Administrative Agent and the Borrower may agree on procedures for netting or funding such increase as may be reasonably acceptable to the Administrative Agent for the purpose of complying with the requirements of this Section 2.20.