Common use of Incremental Extensions of Credit Clause in Contracts

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add term loans (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. 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 in Section 4.01 (it being understood that all references to “the date of such Borrowing” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the “"Incremental Term Loans”") or additional revolving credit commitments (the “"Incremental Revolving Commitments,” " and together with the Incremental Term Loans, the “"Incremental Extensions of Credit”") in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Extension Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as of Credit is being incurred to finance a Limited Condition Acquisition the most recent Test Period and an LCA Election has been made, as of the provisions date of Section 1.04 shall apply; incurrence of the Incremental Term Loans and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply$100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be have a weighted average life that is shorter than that of a the then-remaining weighted average life of the Revolving Facility CommitmentsTerm Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility CommitmentsCommitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by differ from the Borrower and the Lenders providing such Incremental Term Loans and made on the Closing Date, such terms shall be reasonably acceptable to the Administrative AgentAgent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility CommitmentsCommitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and Agent, each Issuing BankLender and the Joint Lead Arrangers, (h) if the then yield (which Applicable Margins for the Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID determined by Borrower and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness)new Lenders; provided, furtherhowever, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in Applicable Margins for the case of ticking fees or commitment fees, as a result of proving binding commitments to Incremental Term Loans shall not be greater than the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) then Applicable Margin payable with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Term Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than plus 50 basis points, points (and the Applicable Margin for then applicable to the Incremental Revolving Commitments Term Loans shall be automatically increased by to the amount extent necessary so that to achieve the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank Joint Lead Arrangers (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21Section. 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 in Section 4.01 (it being understood that all references to “"the date of such Borrowing” " in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made. Except as set forth above, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject (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 at any time and from time may, by notice to timethe 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) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving credit commitments (each, an 118 “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Commitments,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 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 (v) Alternative Incremental Facility Debt, in a minimum an aggregate principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on up to the same date; provided that sum of (x) immediately prior the greater of (A) $400,000,000 (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 1.05)) and (B) 50% of Consolidated EBITDA for the most recently ended Test Period, plus (y) the amount of any voluntary prepayments of the Term Loans, any Alternative Incremental Facility Debt and permanent reductions in the amount of the Revolving Commitments, in each case, to the extent not funded with long-term Indebtedness; provided that, at the time of each such request and after giving effect to any upon the effectiveness of each Incremental Facility Amendment, (A) no Default or Event of Default has occurred or and is continuing or shall result therefrom; provided that if such therefrom (or, in the event the proceeds of any Incremental Extension of Credit is being incurred are used to finance a any Limited Condition Acquisition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and an LCA Election has been madebe continuing as of the LCT Test Date for such Limited Condition Transaction), the provisions of Section 1.04 shall apply; and (yB) the Incremental Extensions of Credit shall rank pari passu in right of payment representations and right of security in respect warranties of the Collateral with Borrower and each other Loan Party, as applicable, set forth in the then existing Facilities. In additionLoan Documents would be true and correct in all material respects (or, (ain the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such thatdate of, and immediately after giving effect to to, the incurrence of such Incremental Extension of Credit (and assuming or, if incurred in connection with a Limited Condition Transaction, on the LCT Test Date) (provided that in the event the proceeds of any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit are used to finance any Investment permitted hereunder, such condition precedent related to the making and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date accuracy of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition representations and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall warranties may be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than waived or limited as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by agreed between the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary Borrower shall have delivered a certificate of a Financial Officer or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Incremental Facility Amendment shall be subject legal officer to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to “the date A) and (B) above. Each Class of such Borrowing” in Section 4.01 Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be deemed to refer to in an integral multiple of the Incremental Facility Closing Date)$1,000,000 and be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such Incremental Extension amount represents all the remaining availability under the aggregate principal amount of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsset forth above.

Incremental Extensions of Credit. Subject At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may 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 to add additional term loans (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loanstogether, the “Incremental Extensions of Credit”) in a minimum principal amount amounts of $15.0 million for 25,000,000, provided that such amount may be less than $25,000,000 if such amount represents all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided remaining availability under the aggregate principal amount set forth below, provided, further, that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply; therefrom and (y) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available. The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding $100,000,000, (b) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the then Revolving Loans and Tranche B Term Loans and (c) other than amortization, pricing or maturity date, shall have the same terms as the Tranche B Term Loans or Revolving Commitments, as applicable, existing Facilities. In additionimmediately prior to the effectiveness of such Incremental Facility Amendment (the “Existing Extensions of Credit”), 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 that are revolving loans and term loans 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 Lenders providing such Existing Extensions of Credit) relating to the Revolving Loans and Tranche B Term Loans, respectively, by more than 0.25%, the Applicable Rate relating to the applicable Existing Extensions of Credit 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) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence form of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans term loans shall not have a final maturity date earlier than six months after the Revolving Facility Tranche B Maturity Date, (ciii) the Incremental Revolving Commitments Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (eiv) the Incremental Revolving Commitments Extensions of Credit in the form of term loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms Existing Extensions of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Credit that are Tranche B Term Loans and (v) the Incremental Extensions of Credit in the form of revolving loans shall be reasonably acceptable not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Administrative Agent, Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (gan “Existing Lender”) the opportunity for no less than ten Business Days after delivery of the notice to commit to provide its pro rata portion (based on the extent that the terms amount of any Incremental its outstanding Tranche B Term Loans or outstanding Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) Loans and (e)) differ from the unused Revolving Facility Commitments, as applicable, on the date of such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (hnotice) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an requested Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, provided that no Existing Lender shall be excluded) (the “Effective Yield”) with respect obligated to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of provide any Incremental Extension of Credit) or by any Credit unless it so agrees. Any additional bank, financial institution, Existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, and the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Existing Lender 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 2.212.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Additional Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21(including voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). 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 in Section 4.01 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for working capital and general corporate purposes (including Permitted Business Acquisitions).

Incremental Extensions of Credit. Subject (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 at any time and from time may, by notice to timethe 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 credit commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Commitments,” 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 hereunder), (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”) ), in a minimum an aggregate principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that up to (x) $700,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under clause (x) above) and the application of the proceeds therefrom (and assuming that (1) the full amount of such Incremental Extensions of Credit has been funded on such date and (2) such Incremental Extensions of Credit constitute Senior Secured Debt), the Senior Secured Net Leverage Ratio is equal to or less than the Effective Date Senior Secured Net Leverage Ratio; provided that at the time of each such request and upon the effectiveness of each Incremental Facility AmendmentAmendment or the incurrence of such Alternative Incremental Facility Debt, (A) no Default or Event of Default has occurred or and is continuing or shall result therefrom; therefrom (provided that if in the event the proceeds of any Incremental Extension of Credit are used to finance any acquisition or investment permitted hereunder, such condition precedent set forth in this clause (A) may be waived or limited as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeCredit, without the provisions consent of Section 1.04 shall apply; and any other Lenders), (yB) the Incremental Extensions of Credit shall rank pari passu in right of payment representations and right of security in respect warranties of the Collateral with Borrower and each other Loan Party, as applicable, set forth in the then existing Facilities. In additionLoan Documents would be true and correct in all material respects (or, (ain the case of representations and warranties qualified as to materiality, in all respects) on and as of the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such thatdate of, and immediately after giving effect to to, the incurrence of such Incremental Extension of Credit (and assuming provided that in the event the proceeds of any Incremental Revolving Commitments Extension of Credit are fully drawnused to finance any acquisition or investment permitted hereunder, such condition precedent set forth in this clause (B) may be limited to (x) customary specified representations and warranties with respect to the Borrower and its Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 (C) after giving effect to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 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 covenants contained in Sections 6.12 and 6.13 recomputed as of the last day of the most recent Test Period and recently ended fiscal quarter of the Borrower (provided that in the event the proceeds of any Incremental Extension of Credit are used to finance any acquisition permitted hereunder or the irrevocable redemption or repayment of Indebtedness, such condition precedent set forth in this clause (C) shall be required to be satisfied, at the Borrower’s election, as of the date on which the binding agreement for such acquisition is entered into or the date of such irrevocable notice of redemption or repayment, as applicable, rather than the date of effectiveness, of the applicable Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement feesif the Borrower has made the election to measure such compliance on the date on which the binding agreement for such acquisition is entered into or the date of irrevocable notice of redemption or repayment, structuring feesas applicable, underwriting feesthen 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 5.13, commitment feesin each case on or following such date and prior to the earlier of the date on which such acquisition is consummated, ticking fees the binding agreement for such acquisition is terminated or such redemption or repayment is made, such financial ratio shall be calculated on a Pro Forma Basis assuming such acquisition, repayment or redemption and any other fees similar to pro forma events in connection therewith (including the foregoing paid to arrangers or any or all underwriting lenders (only in the case incurrence of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Indebtedness and such Incremental Extension of Credit) for have been consummated, except to the extent such calculation would result in a lower Total Net Leverage Ratio or a higher ratio of Consolidated EBITDA to Consolidated Cash Interest Expense than would apply if such calculation was made without giving effect to such acquisition, the irrevocable redemption or repayment of Indebtedness, other pro forma events in connection therewith or the incurrence of Indebtedness or commitments any Incremental Extension of Credit on a Pro Forma Basis) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in respect thereofclauses (A), (B) and customary consent fees paid generally to consenting lenders(C) above, shall be excludedtogether with reasonably detailed calculations demonstrating compliance with clause (y) and clause (the “Effective Yield”C) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans above (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in calculations shall, if made as of the initial primary syndication thereof) by more than 50 basis points, last day of any fiscal quarter of the Applicable Margin Borrower for which the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit Borrower has not delivered to the Administrative Agent the financial statements and certificate of a 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 and Consolidated Cash Interest Expense for the Lenders (including reasonable fees relevant period). Each Class of Incremental Term Loans and expenses Incremental Revolving Commitments and each Revolving Commitment Increase shall be in an integral multiple of counsel) shall have been paid. Incremental Extensions of Credit $5,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make less than $50,000,000 if such amount represents all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in remaining availability under the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect aggregate principal amount of Incremental Extensions of Credit shall become Commitments under this Agreementset forth above. An Incremental Facility Amendment may, without the consent of In connection with any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion calculation of the Administrative Agent, to effect Senior Secured Net Leverage Ratio or the provisions Total Net Leverage Ratio for purposes of this Section 2.21. The effectiveness of any Incremental Facility Amendment shall be subject to 2.21(a), the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each cash proceeds of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such applicable Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madewill not be deducted from Senior Secured Debt or Total Indebtedness, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsrespectively.

Incremental Extensions of Credit. Subject to the terms (a) The Borrower and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders (as defined in clause (b) below)) may at any time and from time to time, request to add with the consent of the Required Lenders, agree that such Lenders shall make additional term loans under this Agreement (the “Incremental Term Loans”) or additional revolving credit commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (1) the “Incremental Revolving Commitments,” and together with the amount of Incremental Term Loans, (2) the “Incremental Extensions of Credit”applicable Increased Facility Closing Date, (3) in a minimum principal amount of $15.0 million for all the applicable Incremental Term Loans or all Maturity Date, (4) the amortization schedule for such Incremental Revolving Commitments consummated on Term Loans, and (5) the same dateApplicable Margin for such Incremental Term Loans; provided provided, that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (bi) the Incremental Term Loans shall not have the benefit of the same guarantees as the Loans and shall be secured on a final pari passu basis by the Collateral, (ii) no Lender will be required to provide any Incremental Term Loans, (iii) no Event of Default or Default shall exist or would exist after giving effect thereto, (iv) the representations and warranties made by each Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such Increased Facility Closing Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date, (v) the maturity date earlier than six months after the Revolving Facility Maturity Date, (c) of the Incremental Revolving Commitments Term Loans shall not have a final maturity date be no earlier than the Revolving Facility Maturity Datematurity date of the Term Loans, and the average life to maturity of the Incremental Term Loans shall be no shorter than the remaining average life to maturity of the Term Loans, (dvi) a security interest in the acquired business and assets thereof shall be pledged in accordance with the Sections 5.12 and 5.13, (vii) the weighted average life of interest margins for the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than New Lenders; provided that of a then-remaining weighted average life of if the Revolving Facility Commitments, total yield (e) calculated for both the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative AgentTerm Loans, (g) to the extent that the terms of including any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that (with OID and upfront fees shall be being equated to the interest rate assuming rates in a 4manner determined by the Administrative Agent based on an assumed four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking maturity) and any upfront fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront constitute like amounts of OID) and with any interest rate floor applicable to any Incremental Term Loans equated to an increased interest rate margin, but excluding any customary arrangement, underwriting or similar fees or original issue discount payable to all Revolving Facility Lenders fee paid by the Borrower) in respect of any Incremental Term Loans exceeds the initial primary syndication thereof) by more than 50 basis pointstotal yield for the existing Term Loans, the Applicable Margin Rate for the Incremental Revolving Commitments Term Loans shall be automatically increased by the amount necessary so that the Effective Yield total yield in respect of such Incremental Term Loans is no more than 50 basis points higher than equal to the Effective Yield total yield for the Revolving Facility existing Term Loans and (iviii) all fees the other terms and expenses owing documentation in the respect of such Incremental Extensions of Credit to the Administrative Agent and Incremental Term Loans, to the Lenders (including reasonable fees and expenses of counsel) extent not consistent with the Term Loans, shall have been paid. Incremental Extensions of Credit may otherwise be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect The aggregate amount of Incremental Extensions Term Loans made during the term of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. 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 in Section 4.01 (it being understood that all references to “the date of such Borrowing” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsnot exceed $50,000,000.

Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Amendment and Restatement Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe 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 (the “Incremental Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving credit commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Commitments,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 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”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all , the Incremental Revolving Commitments consummated on and the same date; provided that (x) immediately prior to Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment Increase and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeTerm Loan Increase, the provisions of Section 1.04 shall apply; and “Incremental Facilities”)) or (yv) the Alternative Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In additionFacility Debt, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount of up to (x) $225,000,000the greater of (A) $401,000,000 and (B) 100% of LTM Consolidated EBITDA (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 exceeding funded with long-term Indebtedness, plus (z) an additional amount such thatif, after giving effect to the incurrence of such additional amount and the application of the proceeds therefrom (assuming that the full amount of such Incremental Extension Extensions of Credit being established on such date has been funded on such date) (and assuming A) in the case of any such Incremental Extensions of Credit that any Incremental Revolving Commitments are fully drawn)is secured by a Lien on the Collateral on a pari passu basis to the Liens securing the Obligations, the Consolidated Senior Secured First Lien Leverage Ratio does not exceed 4.00 (1) 1.375 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.375 to 1.00 and (II) the Consolidated First Lien Leverage Ratio immediately prior to such incurrence, (B) in the case of any such Incremental Extensions of Credit secured by a Lien on the Collateral on a junior basis to the Liens securing the Obligations, the Consolidated Secured Leverage Ratio is equal to or less than 1.50 to 1.00 (does not exceed (1) 1.875 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.875 to 1.00 and (II) the Consolidated Secured Leverage Ratio immediately prior to such incurrence and (C) in the case of any such Incremental Extensions of Credit that is unsecured, the Consolidated Total Leverage Ratio does not exceed (1) 2.975 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 2.975 to 1.00 and (II) the Consolidated Total Leverage Ratio immediately prior to such incurrence (in each case, assuming any such Incremental Revolving Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x) or (y) above) (it being understood that if the proceeds of the relevant Incremental Extensions of Credit will be applied to finance a Limited Condition Transaction and the Borrower has made an LCT Election, compliance with the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio testor Consolidated Total Leverage Ratio tests prescribed above may be determined as of the LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis Basis); provided, (A) unless the Borrower elects otherwise, each Incremental Extensions of Credit shall be deemed incurred first under clause (z) to the extent permitted with any balance incurred under the clause (x) and/or clause (y) and (B) if the Borrower incurs any Incremental Extensions of Credit under clause (x) and/or clause (y) on the same date that it incurs such Incremental Extensions of Credit under clause (z), then the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio will be calculated with respect to such incurrence under clause (z) without regard to such incurrence under clause (x) and/or clause (y); provided further that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the most recent LCT Test Period Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Borrower and each other Loan 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 or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the incurrence of such Incremental Extension of Credit and (or, if incurred in connection with a Limited Condition Transaction, on the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent LCT Test Period and as of the date of such Incremental Extension of Credit; Date) (provided that if such in the event the proceeds of any Incremental Extension of Credit is being incurred are used to finance a Limited Condition Acquisition any Investment permitted hereunder, such condition precedent related to the making and an LCA Election has been made, the provisions accuracy of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall such representations and warranties may be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than waived or limited as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by agreed between the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary or appropriate, in the opinion Borrower shall have delivered a certificate of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Incremental Facility Amendment shall be subject a Financial Officer to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to “the date A) and (B) above. Each Class of such Borrowing” in Section 4.01 Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be deemed to refer to in an integral multiple of the Incremental Facility Closing Date)$5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such Incremental Extension amount represents all the remaining availability under the aggregate principal amount of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsset forth above.

Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Closing Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe 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) one or additional revolving credit commitments more increases in the aggregate amount of any Class of Term Loans (the each such increase, a “Incremental Term Loan Increase”), (iii) solely during the Revolving Commitments,Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and and, together with the Incremental Term Loans, any Incremental Term Loan Increase and any Alternative Incremental Facility Debt, the “Incremental Extensions of Credit”) in a minimum principal amount of $15.0 million for all , together with the Incremental Term Loans or all Incremental Loans, any Revolving Commitments consummated on the same date; provided that (x) immediately prior to Commitment Increase and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeTerm Loan Increase, the provisions of Section 1.04 shall apply; and “Incremental Facilities”)) or (yiv) the Alternative Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In additionFacility Debt, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect of up to the sum of (x) the greater of (A) $70,000,000 (less the aggregate outstanding principal amount of Cash Management Financing Facilities (as determined at the time of incurrence of such Incremental Extension Facilities in accordance with Section 1.05)) and (B) 50% of Credit Consolidated EBITDA for the most recently ended Test Period (the “Incremental Starter Basket”), plus (y) the amount of any voluntary prepayments of the Term Loans, any Alternative Incremental Facility Debt (to the extent such Alternative Incremental Facility Debt is incurred under the Incremental Starter Basket) and assuming that any Incremental permanent reductions in the amount of the Revolving Commitments are fully drawnCommitments, in each case, to the extent not funded with Long-Term Indebtedness (amounts under this clause (y), the “Incremental Prepayment Basket”), plus (z) an unlimited amount at any time (including at any time prior to utilization of the Incremental Starter Basket and the Incremental Prepayment Basket) so long as, in the case of this clause (z), (A) in the case of Indebtedness secured by the Collateral on a pari passu basis with the Term Loans, the Consolidated Senior Secured First Lien Net Leverage Ratio as of the most recent Test Period does not exceed 4.00 to 1.00 on a Pro Forma Basis Basis, (B) in the case of Indebtedness secured by the Collateral on a junior lien basis with the Term Loans, the Consolidated Secured Net Leverage Ratio as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 4.50 to 1.00 on a Pro Forma Basis and (C) in the case of unsecured Indebtedness, the Consolidated Total Net Leverage Ratio as of the most recent Test Period does not exceed 4.50 to 1.00 on a Pro Forma Basis (amounts under this clause (z), the “Incremental Ratio Basket”); provided that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of the Borrower and each other Loan 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 or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the incurrence of such Incremental Extension of Credit; Credit (or, if incurred in connection with a Limited Condition Transaction, on the LCT Test Date) (provided that if such in the event the proceeds of any Incremental Extension of Credit is being incurred are used to finance a Limited Condition Acquisition any Investment permitted hereunder, such condition precedent related to the making and an LCA Election has been made, the provisions accuracy of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall such representations and warranties may be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than waived or limited as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by agreed between the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary Borrower shall have delivered a certificate of a Financial Officer or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Incremental Facility Amendment shall be subject legal officer to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to “the date A) and (B) above. Each Class of such Borrowing” in Section 4.01 Incremental Term Loans and each Revolving Commitment Increase, shall be deemed to refer to in an integral multiple of the Incremental Facility Closing Date)$1,000,000 and be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such Incremental Extension amount represents all the remaining availability under the aggregate principal amount of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.set forth above

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amount amounts of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; 75.0 million, provided that (xa) immediately prior to and after giving effect to any Incremental Facility AmendmentAmendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if therefrom and the Borrower shall be in compliance, on a pro forma basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto and calculated as though all such Incremental Extension Extensions of Credit is being had been incurred at the beginning of the relevant Reference Period)), with a Consolidated Leverage Ratio of 5.00 to finance a Limited Condition Acquisition 1.00 as of the last day of the Reference Period ending on December 31, 2007 and an LCA Election has as of the last day of any Reference Period ending thereafter the applicable Consolidated Leverage Ratio set forth in Section 7.1 as of the last day of the Reference Period ending as of the last day of the last fiscal quarter for which financial statements have been made, the provisions of or are required to be delivered pursuant to Section 1.04 shall apply; 6.1 and (yb) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.23 shall not exceed $350.0 million. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing FacilitiesTerm Loans or the Revolving Loans, as applicable. In additionOther than amortization, (a) pricing or maturity date, the Incremental Extensions of Credit consisting of additional term loans shall be in an aggregate principal amount not exceeding an amount such that, after giving effect have the same terms as the Term Loans (the “Existing Term Loans”) existing immediately prior to the incurrence effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit (and assuming provided that any Incremental Revolving Commitments are fully drawn), such agreement shall affect solely the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date 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 10.1 without reference to this Section 2.23); provided that, without the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as prior written consent of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall applyRequired Lenders, (bi) any increase in the Revolving Facility shall be on the terms described in this Section 2.23 and pursuant to the terms hereof (including interest rates and fees) otherwise applicable to the Revolving Facility, (ii) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments Extensions of Credit shall not have a final maturity date earlier than the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, and (diii) in the weighted average life case of the additional term loans, Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that Extensions of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paidLoans. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person person that elects to extend commitments to provide Incremental Extensions of Credit so long as shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and and, if not already a Lender, 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 2.212.23, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect Additional Table of the Incremental Extensions of Credit, if any, each Additional Contents Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this AgreementAgreement 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 Administrative Agent, to effect the provisions of this Section 2.212.23, provided, however, the interest rates and fees applicable to any Incremental Extension of Credit (the “Incremental Margin”) shall be determined by the Borrower and the Additional Lenders; provided, further, however, if the Incremental Margin (which for this purpose includes all upfront or similar fees or original issue discount (with such upfront fees or original issue discount being converted to interest rate margin as reasonably determined by the Administrative Agent based on an assumed four-year life to maturity) payable to all Additional Lenders providing such Incremental Extension of Credit) is more than 0.25% per annum higher than the interest rate margin applicable to the Term Loans (which for this purpose includes all upfront or similar fees or original issue discount (with such upfront fees and original issue discount being converted to interest rate margin as reasonably determined by the Administrative Agent based on an assumed four-year life to maturity) payable to all Lenders providing the Term Loans) then the interest rate margin applicable to the Term Loans shall be adjusted to equal the Incremental Margin minus 0.25% per annum. 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 in Section 4.01 5.2 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 5.2 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such , and, except as otherwise specified in the applicable Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeFacility Amendment, the provisions of Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 1.04 shall apply5.1. The proceeds of the Incremental Extensions of Credit shall may be used for general corporate purposes including Permitted Business Acquisitionsany purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.23, no existing Lender shall be obligated to provide Incremental Extensions of Credit.

Incremental Extensions of Credit. Subject to the terms and conditions set forth hereinherein after the Closing Date, the Borrower Borrowers may at any time and from time to time, request request, upon twenty (20) days’ written notice to Agent, to add term loans (the “Incremental Term Loans”) or additional revolving credit commitments Revolving Loan Commitments hereunder (the “Incremental Revolving Loan Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amounts of Five Million Dollars ($5,000,000) up to a maximum aggregate amount of Fifteen Million Dollars ($15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that (x15,000,000) so long as immediately prior to to, and after giving effect to to, any Incremental Facility AmendmentRevolving Loan Commitments, no Default or Event of Default has occurred or and is continuing or of shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution Revolving Loan Commitments shall be approved by Borrowers and Agent which approval shall not be unreasonably withheld or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank delayed (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment or joinder agreement (an “Incremental Facility AmendmentJoinder”) to this AgreementAgreement in form and substance reasonably satisfactory to the Agent and Borrowers, giving effect to the modifications permitted by this Section 2.212.13, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if anyBorrowers, each Additional Lender, if any, and the Administrative Agent. In the event that Additional Lenders offer to provide Incremental Revolving Loan Commitments in respect excess of the amount requested by Borrowers or permitted hereunder, the applicable Incremental Extensions of Credit Revolving Loan Commitments shall become Commitments under this Agreementbe allocated among the Additional Lenders pursuant to Borrower Representative’s and Agent’s mutual agreement. It is understood and agreed that no Lender shall have an obligation to provide the Incremental Revolving Loan Commitments. An Incremental Facility Amendment Joinder 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 Administrative Agent, to effect the provisions of this Section 2.212.13. The effectiveness of any Incremental Facility Amendment Joinder shall be subject to the satisfaction receipt on the date thereof (each, an “Incremental Facility Closing Date”) by Agent of each applicable Revolving Notes and a schedule certified by Borrower Representative’s chief financial officer in form and substance reasonably satisfactory to Agent detailing the terms and conditions of the conditions set forth in Section 4.01 (it being understood that Revolving Loan Commitment Increase, including, without limitation, all references fees, points, interest and other amounts paid or to “the date of such Borrowing” in Section 4.01 shall be deemed paid to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business AcquisitionsAdditional Lenders.”

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower Company may at any time and from time to time, request (x) to add additional term loans and/or increase the Revolving Facility Commitments of any Class or (the “Incremental Term Loans”y) to incur additional Indebtedness or additional revolving credit commitments Other Revolving Commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loansin each case, the “Incremental Extensions of Credit”) in a minimum principal amount amounts of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; million, provided that (xa) immediately prior to and after giving effect to any Incremental Facility AmendmentAmendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom; , except as otherwise agreed by the Additional Lenders providing any Incremental Extensions of Credit to the extent the proceeds of such Incremental Extensions of Credit are being used to finance an acquisition permitted hereunder and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant thereto shall not exceed $125.0 million (such amount, the “Maximum Incremental Amount”), provided that Incremental Extensions of Credit may exceed the Maximum Incremental Amount so long as after giving effect thereto on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)) the Senior Leverage Ratio (calculated (1) in the case of Incremental Notes that are unsecured or rank junior in right of security to the Loan Document Obligations, as if such Incremental Extension Notes rank pari passu in right of security with the Loan Document Obligations at the time of incurrence and at all times thereafter and (2) not to include the cash proceeds of any such Incremental Extensions of Credit is being incurred in the amount of unrestricted cash to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 be netted in calculating such ratio) shall apply; and (y) the not exceed 3.00:1.00. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing FacilitiesTerm Loans or the Revolving Facility Loans, as applicable. In addition, (a) the case of the Incremental Extensions of Credit which constitute additional term loans, other than amortization, pricing or maturity date, such additional term loans shall be in an aggregate principal amount not exceeding an amount such that, after giving effect have the same terms as any Class of Term Loans existing immediately prior to the incurrence effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit (and assuming provided that any Incremental Revolving Commitments are fully drawn), such agreement shall affect solely the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date 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 Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as prior written consent of the most recent Test Period Required Lenders (but subject to Section 9.08(b)(viii)), (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and as pursuant to the terms hereof otherwise applicable to the Revolving Facility (it being understood and agreed that the Borrower shall not request any increase in the Revolving Facility pursuant to this Section 2.21 without the prior written consent of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, Majority Lenders under the provisions of Section 1.04 shall applyRevolving Facility), (bii) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments Extensions of Credit shall not have a final maturity date earlier than the latest Term Loan Maturity Date or the latest Revolving Facility Maturity Date, as applicable, then in effect and (diii) in the weighted average life case of the additional term loans, Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that Extensions of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments Credit shall not have a weighted average life Weighted Average Life to Maturity that is shorter than that of the then-remaining weighted average life Weighted Average Life to Maturity of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paidLoans. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person person that elects to extend commitments to provide Incremental Extensions of Credit so long as shall be reasonably satisfactory to the Company and the Administrative Agent (any such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (each, together with any amendments in connection with any Credit Agreement Refinancing Indebtedness incurred pursuant to Section 2.22, an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if anyCompany, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this AgreementAgreement 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 Administrative Agent, to effect the provisions of this Section 2.21. The Section, and shall be, to the extent not consistent with the then existing Loan Documents, reasonably satisfactory to the Administrative Agent provided, however, (x) the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Company and the Additional Lenders and the Effective Yield with respect to each Incremental Extension of Credit (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of other Class or Classes of Loans and Commitments, in each case, to the extent provided in any applicable Incremental Facility Amendment and (y) that if any Initial Term Loans remain outstanding at the time of the effectiveness of any Incremental Facility Amendment providing for an additional Class of Other Term Loans, then to the extent the Effective Yield in respect of such Other Term Loans shall exceed by more than 0.50% the Effective Yield on the Initial Term Loans, the Applicable Margin applicable to such Initial Term Loans, as the case may be, shall be subject increased to the satisfaction on extent necessary so that the date thereof Initial Term Loans do not receive less than the Effective Yield with respect to such Other Term Loans, less 0.50% per annum; provided that, in the case of this clause (eachy), if the Other Term Loans include an “Incremental Facility Closing Date”interest rate floor greater than the applicable interest rate floor under the Initial Term Loans, such differential between interest rate floors shall be equated to the Applicable Margin for purposes of determining whether an increase to the Applicable Margin under the Initial Term Loans shall be required, but only to the extent an increase in the interest rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) of each of applicable to the conditions set forth in Section 4.01 (it being understood that all references Initial Term Loans shall be increased to “the date extent of such Borrowing” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. differential between interest rate floors The proceeds of the Incremental Extensions of Credit shall may be used for general corporate purposes including Permitted Business Acquisitionsany 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. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add term loans (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 calculated on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans [reserved] and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. 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 in Section 4.01 (it being understood that all references to “the date of such Borrowing” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply; therefrom and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $500 million (no more than $100.0 million of which may be Incremental Revolving Commitments) from and after the 2013 Amendment Effective Date plus an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 3.50 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Term C Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Tranche 3 Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be have a weighted average life that is shorter than that of a the then-remaining weighted average life of the Revolving Facility CommitmentsTerm C Loans, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche 3 Revolving Facility Commitments, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by differ from the Borrower and the Lenders providing Term C Loans, such Incremental Term Loans and terms shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Tranche 3 Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing BankLender, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments Term Loan in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments Term Loans exceeds the then applicable Effective Yield on the Revolving Facility Term C Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Term C Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments Term C Loans shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Term C Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21Section. 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 in Section 4.01 (it being understood that all references to “the date of such Borrowing” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made. Except as set forth above, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Extensions of Credit, be in compliance with (A) the Incurrence Test on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) and (B) a Consolidated Senior Secured Leverage Ratio of 3.50 to 1.00 on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) as of the most recent Test Period and as of the date of incurrence of the Incremental Extensions of Credit (assuming such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeRevolving Commitments are fully drawn), the provisions of Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence $300 million (no more than $100 million of such Incremental Extension of Credit (and assuming that any which may be Incremental Revolving Commitments are fully drawn), Commitments) from and after the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply2011 Amendment Effective Date, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Term C Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Tranche 2 Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be have a weighted average life that is shorter than that of a the then-remaining weighted average life of the Revolving Facility CommitmentsTerm C Loans, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche 2 Revolving Facility Commitments, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by differ from the Borrower and the Lenders providing Term C Loans, such Incremental Term Loans and terms shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Tranche 2 Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing BankLender, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments Term Loan in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments Term Loans exceeds the then applicable Effective Yield on the Revolving Facility Term C Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Term C Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments Term C Loans shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Term C Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21Section. 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 in Section 4.01 (it being understood that all references to “the date of such Borrowing” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made. Except as set forth above, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject (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 at any time and from time may, by notice to timethe 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 (the “Incremental Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving credit commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Commitments,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 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”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all , the Incremental Revolving Commitments consummated on and the same date; provided that (x) immediately prior to Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment Increase and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeTerm Loan Increase, the provisions of Section 1.04 shall apply; and “Incremental Facilities”)) or (yv) the Alternative Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In additionFacility Debt, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount of up to (x) $225,000,000 (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 exceeding funded with long-term Indebtedness, plus (z) an additional amount such thatif, after giving effect to the incurrence of such additional amount and the application of the proceeds therefrom (assuming that the full amount of such Incremental Extensions of Credit being established on such date has been funded on such date), the Consolidated Secured Leverage Ratio is equal to or less than 1.50 to 1.00 (assuming any such Incremental Revolving Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x) above) (it being understood that if the proceeds of the relevant Incremental Extensions of Credit will be applied to finance a Limited Condition Transaction and the Borrower has made an LCT Election, compliance with the Consolidated Secured Leverage Ratio test prescribed above may be determined as of the LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis); provided that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit (are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis be continuing as of the most recent LCT Test Period Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Borrower and each other Loan 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 or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the incurrence of such Incremental Extension of Credit and (or, if incurred in connection with a Limited Condition Transaction, on the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent LCT Test Period and as of the date of such Incremental Extension of Credit; Date) (provided that if such in the event the proceeds of any Incremental Extension of Credit is being incurred are used to finance a Limited Condition Acquisition any Investment permitted hereunder, such condition precedent related to the making and an LCA Election has been made, the provisions accuracy of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall such representations and warranties may be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than waived or limited as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by agreed between the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary or appropriate, in the opinion Borrower shall have delivered a certificate of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Incremental Facility Amendment shall be subject a Financial Officer to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to “the date A) and (B) above. Each Class of such Borrowing” in Section 4.01 Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be deemed to refer to in an integral multiple of the Incremental Facility Closing Date)$5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such Incremental Extension amount represents all the remaining availability under the aggregate principal amount of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsset forth above.

Incremental Extensions of Credit. Subject to the terms and conditions set forth hereinherein after the Closing Date, the Borrower Borrowers may at any time and from time to time, request request, upon thirty (30) days’ written notice to Agent, to add term loans (the “Incremental Term Loans”) or additional revolving credit commitments Revolving Loan Commitments hereunder (the “Incremental Revolving Loan Commitments,” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in a minimum principal amounts of $5,000,000 up to a maximum aggregate amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; provided that (x) 20,000,000 so long as immediately prior to to, and after giving effect to to, any Incremental Facility AmendmentRevolving Loan Commitments, no Default or Event of Default has occurred or and is continuing or of shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is Revolving Loan Commitments shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Borrowers and Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment or joinder agreement (an “Incremental Facility AmendmentJoinder”) to this AgreementAgreement in form and substance reasonably satisfactory to the Agent, giving effect to the modifications permitted by this Section 2.211.3, and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of CreditRevolving Loan Commitments, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of It is understood and agreed that no Lender shall have an obligation to provide the Incremental Extensions of Credit shall become Commitments under this AgreementRevolving Loan Commitments. An Incremental Facility Amendment Joinder 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 Administrative Agent, to effect the provisions of this Section 2.211.3. The effectiveness of any Incremental Facility Amendment Joinder shall be subject to the satisfaction receipt on the date thereof (eachby Agent of such legal opinions, an “Incremental Facility board resolutions and other closing documents and certificates reasonably requested by Agent and consistent with those delivered on the Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject After the end of the Standstill Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the “Incremental Term Loans”) or additional revolving credit commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loanstogether, the “"Incremental Extensions of Credit”") in a minimum principal amount amounts of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; 5,000,000, provided that (xa) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such therefrom and the Borrower shall be in compliance with Sections 6.12, 6.13 and 6.14, (b) immediately after giving effect to the Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeFacility Amendment, the provisions Borrower shall have a Senior Leverage Ratio, on a Pro Forma Basis, of Section 1.04 shall apply; less than 2.50 to 1.00, and (yc) the Incremental Extensions of Credit shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the then existing FacilitiesRevolving Loans and the Term Loans. In addition, (a) the The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit ($125,000,000 and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) other than amortization, pricing or maturity date, shall have the same terms as the Term Loans or Revolving Commitments, as applicable, existing immediately prior to the effectiveness of an Incremental Facility Amendment (the "Existing Extensions of Credit"), 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 Lenders providing such Existing Extensions of Credit) relating to the analogous Existing Extensions of Credit by more than 0.25%, the Applicable Rate relating to the Existing Extensions of Credit 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 analogous Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of Credit in the form of Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Term Loan Maturity Date, (c) Date and the maturity date of the Incremental Extensions of Credit in the form of Revolving Commitments shall not have a final maturity date be earlier than the Revolving Facility Maturity Date, Date and (diii) Incremental Extensions of Credit in the weighted average life form of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility CommitmentsExisting Extensions of Credit that are Term Loans. Notwithstanding the foregoing, (fa) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such may obtain Incremental Extensions of Credit during the Standstill Period in an aggregate principal amount of up to (i) prior to the Administrative Agent Aurora Effective Date, $10,000,000 and (ii) on or after the Lenders Aurora Effective Date, $25,000,000, in each case to the extent used to finance Permitted Acquisitions satisfying the conditions in clause (including reasonable fees f) of the definition thereof, provided that (A) no Default has occurred or is continuing or shall result therefrom and expenses of counsel(B) the Borrower shall have been paid. be in compliance with Sections 6.12, 6.13 and 6.14 on a Pro Forma Basis and (b) on the Aurora Effective Date, the Borrower may obtain Incremental Extensions of Credit may in the form of term loans in an aggregate principal amount of up to $25,000,000 in connection with the Aurora Acquisition, provided that the aggregate principal amount of such loans shall be provided reduced by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion the amount by which the aggregate principal amount of any Incremental Extension of Credit) or by any the Additional Aurora Securities exceeds $175,000,000. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, and the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 2.212.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21Section. 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 in Section 4.01 4.03 (it being understood that all references to “"the date of such Borrowing” " in such Section 4.01 4.03 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such . No more than five Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeFacility Closing Dates may be selected by the Borrower. Except as set forth above, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionspurposes.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the “"Incremental Term Loans”") or additional revolving credit commitments (the “"Incremental Revolving Commitments,” " and together with the Incremental Term Loans, the “"Incremental Extensions of Credit”") in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Extensions of Credit, be in compliance with (A) the Incurrence Test on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) and (B) a Consolidated Senior Secured Leverage Ratio of (i) 4.00 to 1.00 if the Incremental Credit Extension is incurred during the period from the Amendment Effective Date until the date that if is 18 months after the Amendment Effective Date and (ii) 3.50 to 1.00 thereafter, on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) as of the most recent Test Period and as of the date of incurrence of the Incremental Extensions of Credit (assuming such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeRevolving Commitments are fully drawn), the provisions of Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding an amount such that, after giving effect to the incurrence $300 million (no more than $100 million of such Incremental Extension of Credit (and assuming that any which may be Incremental Revolving Commitments are fully drawnCommitments), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Term Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be have a weighted average life that is shorter than that of a the then-remaining weighted average life of the Revolving Facility CommitmentsTerm Loans made on the Amendment Effective Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility CommitmentsCommitments made on the Original Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by differ from the Borrower and the Lenders providing such Incremental Term Loans and made on the Amendment Effective Date, such terms shall be reasonably acceptable to the Administrative AgentAgent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility CommitmentsCommitments made on the Original Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and Agent, each Issuing BankLender and the Joint Lead Arrangers, (h) if the then yield (which Applicable Margins for the Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID determined by Borrower and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness)new Lenders; provided, furtherhowever, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in Applicable Margins for the case of ticking fees or commitment fees, as a result of proving binding commitments to Incremental Term Loans shall not be greater than the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) then Applicable Margin payable with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Term Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, and the Applicable Margin for then applicable to the Incremental Revolving Commitments Term Loans shall be automatically increased by to the amount extent necessary so that to achieve the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank Joint Lead Arrangers (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become 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 reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21Section. 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 in Section 4.01 (it being understood that all references to “"the date of such Borrowing” " in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date); provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made. Except as set forth above, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower Company may at any time and from time to time, request (x) to add additional term loans and/or increase the Revolving Facility Commitments of any Class or (the “Incremental Term Loans”y) to incur additional Indebtedness or additional revolving credit commitments Other Revolving Commitments (the “Incremental Revolving Commitments,” and together with the Incremental Term Loansin each case, the “Incremental Extensions of Credit”) in a minimum principal amount amounts of $15.0 million for all Incremental Term Loans or all Incremental Revolving Commitments consummated on the same date; million, provided that (xa) immediately prior to and after giving effect to any Incremental Facility AmendmentAmendment (and the making of any Incremental Extensions of Credit pursuant thereto), (x) no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply; therefrom and (y) on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), the Total Leverage Ratio shall not exceed 4.00:1.00 and (b) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant thereto shall not exceed $100.0 million (such amount, the “Maximum Incremental Amount”), provided that Incremental Extensions of Credit may exceed the Maximum Incremental Amount by an amount of up to $100.0 million so long as after giving effect thereto on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the meeting of any Incremental Extensions of Credit pursuant thereto)) the Total Leverage Ratio shall not exceed 2.50:1.00. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing FacilitiesTerm Loans or the Revolving Facility Loans, as applicable. In addition, (a) the case of the Incremental Extensions of Credit which constitute additional term loans, other than amortization, pricing or maturity date, such additional term loans shall be in an aggregate principal amount not exceeding an amount such that, after giving effect have the same terms as any Class of Term Loans existing immediately prior to the incurrence effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit (and assuming provided that any Incremental Revolving Commitments are fully drawn), such agreement shall affect solely the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date 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 Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as prior written consent of the most recent Test Period Required Lenders (but subject to Section 9.08(b)(viii)), (i) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and as pursuant to the terms hereof otherwise applicable to the Revolving Facility (it being understood and agreed that the Borrower shall not request any increase in the Revolving Facility pursuant to this Section 2.21 without the prior written consent of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, Majority Lenders under the provisions of Section 1.04 shall applyRevolving Facility), (bii) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments Extensions of Credit shall not have a final maturity date earlier than the latest Term Loan Maturity Date or the latest Revolving Facility Maturity Date, as applicable, then in effect and (diii) in the weighted average life case of the additional term loans, Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not be shorter than that Extensions of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paidLoans. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any Any additional bank, financial institution, existing Lender or other Person person that elects to extend commitments to provide Incremental Extensions of Credit so long as shall be reasonably satisfactory to the Company and the Administrative Agent (any such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (each, together with any amendments in connection with any Credit Agreement Refinancing Indebtedness incurred pursuant to Section 2.22, an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if anyCompany, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this AgreementAgreement 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 Administrative Agent, to effect the provisions of this Section 2.21Section, and shall be, to the extent not consistent with the then existing Loan Documents, reasonably satisfactory to the Administrative Agent provided, however, (x) the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Company and the Additional Lenders and the Effective Yield with respect to each Incremental Extension of Credit (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of other Class or Classes of Loans and Commitments, in each case, to the extent provided in any applicable Incremental Facility Amendment, (y) that if any New Term Loans remain outstanding at the time of the effectiveness of any Incremental Facility Amendment, then to the extent the Effective Yield in respect of such additional term loans shall exceed by more than 0.50% the Effective Yield on the New Term Loans, the Applicable Margin applicable to such New Term Loans, as the case may be, shall be increased to the extent necessary so that the New Term Loans do not receive less than the Effective Yield with respect to such additional term loans, less 0.50% per annum and (z) that, in the case of an Incremental Facility Amendment providing for any increase to any Revolving Facility Commitments or additional revolving credit commitments, if any Existing Revolving Facility Commitments remain outstanding at the time of the effectiveness of any such Incremental Facility Amendment, then to the extent the Effective Yield in respect of Loans made pursuant to such increased Revolving Facility Commitments or additional revolving credit commitments (as applicable) shall exceed by more than 0.50% the Effective Yield applicable to Existing Revolving Facility Loans, the Applicable Margin applicable to such Existing Revolving Facility Loans shall be increased to the extent necessary so that the Existing Revolving Facility Loans do not receive less than the Effective Yield with respect to such Loans, less 0.50% per annum. 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 in Section 4.01 (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 , and, except as otherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received (x) legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 and (y) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Collateral Agent in order to ensure that if such the Incremental Extension Extensions of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, are provided with the provisions benefit of Section 1.04 shall applythe applicable Loan Documents. The proceeds of the Incremental Extensions of Credit shall may be used for general corporate purposes including Permitted Business Acquisitionsany 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. Subject (a) At any time and from time to time, commencing on the Amendment and Restatement Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe 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 (the “Incremental Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving credit commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Commitments,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 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”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all , the Incremental Revolving Commitments consummated on and the same date; provided that (x) immediately prior to Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment Increase and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been madeTerm Loan Increase, the provisions of Section 1.04 shall apply; and “Incremental Facilities”)) or (yv) the Alternative Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In additionFacility Debt, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount of up to (x) the greater of (A) $401,000,000 and (B) 100% of LTM Consolidated EBITDA (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 exceeding funded with long-term Indebtedness, plus (z) an additional amount such thatif, after giving effect to the incurrence of such additional amount and the application of the proceeds therefrom (assuming that the full amount of such Incremental Extension Extensions of Credit being established on such date has been funded on such date) (and assuming A) in the case of any such Incremental Extensions of Credit that any Incremental Revolving Commitments are fully drawn)is secured by a Lien on the Collateral on a pari passu basis to the Liens securing the Obligations, the Consolidated Senior First Lien Leverage Ratio does not exceed (1) 1.375 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.375 to 1.00 and (II) the Consolidated First Lien Leverage Ratio immediately prior to such incurrence, (B) in the case of any such Incremental Extensions of Credit secured by a Lien on the Collateral on a junior basis to the Liens securing the Obligations, the Consolidated Secured Leverage Ratio does not exceed 4.00 (1) 1.875 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.875 to 1.00 and (II) the Consolidated Secured Leverage Ratio immediately prior to such incurrence and (C) in the case of any such Incremental Extensions of Credit that is unsecured, the Consolidated Total Leverage Ratio does not exceed (1) 2.975 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 2.975 to 1.00 and (II) the Consolidated Total Leverage Ratio immediately prior to such incurrence (in each case, assuming any such Incremental Revolving Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x) or (y) above) (it being understood that if the proceeds of the relevant Incremental Extensions of Credit will be applied to finance a Limited Condition Transaction and the Borrower has made an LCT Election, compliance with the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio tests prescribed above may be determined as of the LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis Basis); provided, (A) unless the Borrower elects otherwise, each Incremental Extensions of Credit shall be deemed incurred first under clause (z) to the extent permitted with any balance incurred under the clause (x) and/or clause (y) and (B) if the Borrower incurs any Incremental Extensions of Credit under clause (x) and/or clause (y) on the same date that it incurs such Incremental Extensions of Credit under clause (z), then the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio will be calculated with respect to such incurrence under clause (z) without regard to such incurrence under clause (x) and/or clause (y); provided further that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the most recent LCT Test Period Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Borrower and each other Loan 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 or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the incurrence of such Incremental Extension of Credit and (or, if incurred in connection with a Limited Condition Transaction, on the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent LCT Test Period and as of the date of such Incremental Extension of Credit; Date) (provided that if such in the event the proceeds of any Incremental Extension of Credit is being incurred are used to finance a Limited Condition Acquisition any Investment permitted hereunder, such condition precedent related to the making and an LCA Election has been made, the provisions accuracy of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall such representations and warranties may be determined by the Borrower and the lenders providing such loans but shall not be shorter than that of a then-remaining weighted average life of the Revolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments, (f) the terms of any Incremental Term Loans (other than waived or limited as specifically contemplated by immediately preceding clauses (b) and (d)) shall be determined by agreed between the Borrower and the Lenders providing such Incremental Term Loans and shall be reasonably acceptable to the Administrative Agent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments, such terms shall be reasonably acceptable to the Administrative Agent and each Issuing Bank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Incremental Revolving Commitments shall be automatically increased by the amount necessary so that the Effective Yield of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for the Revolving Facility Loans and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, or other Person that elects to extend commitments to provide Incremental Extensions of Credit so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender 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 other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary or appropriate, in the opinion Borrower shall have delivered a certificate of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Incremental Facility Amendment shall be subject a Financial Officer to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to “the date A) and (B) above. Each Class of such Borrowing” in Section 4.01 Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be deemed to refer to in an integral multiple of the Incremental Facility Closing Date)$5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such Incremental Extension amount represents all the remaining availability under the aggregate principal amount of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsset forth above.