Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Borrower shall have the right to request increases Borrowers or any Guarantor organized in the aggregate amount of the Revolving Commitments United States or the making of incremental term loans hereunder Canada (“Incremental Term Loans”, and any such increase Guarantor, for so long as loans or commitments remain outstanding under the applicable Incremental Term LoansFacility, an “Incremental FacilityAdditional Borrower”) may, by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility request the aggregate amount establishment of the sum one or more new tranches of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 term facilities denominated in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day fundsDollars, an amount equal Alternative Currency or any other currency agreed to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the applicable Borrower, the Administrative Agent and any Lender the Lenders providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Initial Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, which supplement may include such amendments an “Incremental Term Facility” and, any Loans made pursuant to this agreement as an Incremental Term Facility, “Incremental Term Loans”) and/or request the Administrative Agent deems reasonably necessary establishment of one or appropriate to implement such more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Facility contemplated by this Section 2.17.Revolving Credit Facility” and, together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or any Incremental Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable“Incremental Facilities” and, in the amount of such loans thereunder, “Incremental Revolving Lender’s Revolving Commitment or aggregate Credit Loans” and, together with any Incremental Term Loans at the time of the effectiveness of the applicable Loans, “Incremental Facility. In connection with Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the Borrower have any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) obligation to approach any existing Lenders to provide any Incremental Facility, in the case of any Lender that is organized under the laws of a jurisdiction outside an aggregate amount not in excess of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.sum of

Incremental Facilities. The Borrower (a) At any time during the period from and after the Closing Date through but excluding the date that is the three-year anniversary of the Closing Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall have be in an amount of at least $10,000,000 and integral multiples of $500,000 in excess thereof. In no event may the right Revolver Commitments and the Maximum Revolver Amount be increased pursuant to request increases this Section 2.14 on more than three occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Revolving Increases to the Revolver Commitments exceed $50,000,000. (b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers have obtained the making commitment of incremental term loans hereunder one or more Lenders (“Incremental Term Loans”, or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such increase Lenders (or Incremental Term Loansprospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Incremental FacilityIncrease Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board, and (iv) The interest rate margins with respect to the Revolving Loans to be made pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable to Revolving Loans hereunder immediately prior to the applicable date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount (the “Increase Date”). (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) by providing written notice shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Administrative AgentIncrease Date (the “Post-Increase Revolver Lenders”), which notice and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be irrevocable once given; providednecessary in order that, however, that after giving effect to any all such Incremental Facility the aggregate amount assignments and purchases, such Revolving Loans and participation interests in Letters of the sum of the Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (e) The Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) , Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall not exceed $650,000,000. The allocation of any increase between the constitute Revolving Commitments Loans, Revolver Commitments, and Incremental Term Loans Maximum Revolver Amount under, and shall be made at entitled to all the time Borrower requests such increasebenefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 Borrowers shall take any actions reasonably required by Agent to ensure and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with demonstrate that the Borrower, shall manage all aspects of Liens and security interests granted by the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders Loan Documents continue to be approached with respect to such increase perfected under the Code or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and otherwise after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment establishment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment new Revolver Commitments and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17Maximum Revolver Amount., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Parent Borrower shall have may, by written notice to the right Administrative Agent at any time, on one or more occasions, request to request increases in (i) add one or more new Classes of term facilities and/or increase the aggregate principal amount of the Revolving Commitments any Class of Term Loans, any Incremental Term Loans or the making of incremental any Specified Refinancing Term Loans by requesting new term loan commitments to be added to such Loans (any such new Class or increase, an “Incremental Term Facility” and any loans hereunder (made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) increase the principal amount of any Class of Revolving Commitments, and any Incremental Revolving Commitments or any Specified Refinancing Revolving Commitments and/or add one or more new Classes of incremental revolving facilities (any such increase new Class or increase, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate amount not to exceed the Incremental Amount. Such notice shall set forth (i) the amount of the Incremental Term Loans and/or Incremental Revolving Commitments being requested (which shall be (x) in an aggregate principal amount of not less than $10,000,000, and $5,000,000 increments in excess thereof or (y) equal to the remaining Incremental Amount), (ii) the applicable Borrower and (iii) the date, which shall be a Business Day, on which such Incremental Term Loans are requested to be made and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”) pursuant to an Incremental Facility Activation Notice. Any Incremental Revolving Facility may provide for the ability to permanently repay and terminate incremental revolving commitments on a pro rata basis or less than a pro rata basis (but not greater than pro rata basis) with the Revolving Facility. (b) Incremental Loans may be provided by any existing Lender (it being understood each existing Lender shall have no obligation to participate in any Incremental Facility), or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such Additional Lender’s providing such Incremental Facility”Facilities if such consent would be required under Section 10.04(b) by for an assignment of Loans to such Additional Lender. (c) The creation or provision of any Incremental Facility or Incremental Loan shall not require the approval of any existing Lender other than any existing Lender providing written notice all or part of any Incremental Facility or Incremental Loan. (d) The applicable Borrower and each Lender or Additional Lender providing a portion of the Incremental Facilities shall execute and deliver to the Administrative Agent, which notice Agent an Incremental Facility Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Facilities of such Lender or Additional Lender. The applicable Borrower and each Lender or Additional Lender providing a portion of the Incremental Facilities shall determine the terms of the Incremental Term Loans and/or Incremental Revolving Commitments to be set forth in the respective Incremental Facility Agreement; provided that: (i) the final maturity date of any Incremental Term Loan shall be irrevocable once given; provided, however, that after giving effect no earlier than the Latest Maturity Date with respect to Term Loans then outstanding, (ii) the weighted average life to maturity of any such Incremental Facility Term Loan shall be no shorter than the aggregate amount then longest remaining weighted average life to maturity of the sum then-existing Term Loans, calculated as of the Revolving Commitments plus the principal amount date of Term Loans (including any making such Incremental Term LoansLoan, (iii) such Incremental Facilities shall not exceed $650,000,000. The allocation be secured on a pari passu basis with respect to the Loans outstanding as of (or made on) the Increased Amount Date, (iv) any increase between the Revolving Commitments and mandatory prepayment (other than scheduled amortization payments) of Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 on a pro rata basis with all then-existing Term Loans (and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the other then-existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and Specified Refinancing Term Loans requiring ratable prepayment), except that the allocations thereof among applicable Borrower and the lenders in respect of such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender Incremental Term Loans shall be obligated permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro rata basis), (v) the maturity date or commitment reduction date of any Incremental Revolving Loan shall be no earlier than the Latest Maturity Date with respect to then-existing Revolving Commitments, (vi) the All-In-Yield (and the components thereof) applicable to any Incremental Facility may be determined by the applicable Borrowers and the lender or lenders providing such Incremental Facility. (vii) to the extent an Incremental Revolving Facility is structured as an additional revolving facility under this agreement and not as an increase to the existing Revolving Commitments hereunder, (x) no more than three (3) revolving facilities (including any revolving facility constituting Specified Refinancing Debt) shall be outstanding hereunder at any one time, (y) the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and any participations therein between any revolving facilities; (viii) any Incremental Term Facility shall provide for Incremental Term Loans denominated in Dollars or in any way whatsoever other currency reasonably acceptable to increase its Revolving Commitment or provide a new Revolving Commitment or the Administrative Agent and the Lenders thereunder; (ix) subject to clauses (i) and (ii) above, the amortization schedule applicable to any Incremental Term LoansFacility shall be determined by the Borrowers and lenders thereunder; and (x) no Incremental Facility will be guaranteed by any Person that is not a Loan Party. All terms and documentation (which may, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to entry into an Acceptable Intercreditor Agreement (if applicable), take the consent form of each Issuing Bank and a separate loan agreement) with respect to Incremental Facilities which are not substantially consistent with those with respect to the Swingline Lender. If a new Lender becomes a party Loans under the existing applicable Credit Facility shall be reasonably satisfactory to this Agreementthe Administrative Agent (except to the extent (i) permitted by clauses (i) through (x) above, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on (ii) applicable only to periods after the date it becomes a Lender hereunder Latest Maturity Date applicable to (or x) in the case of an any Incremental Term Facility, any then-existing Lender, increases its Revolving CommitmentTerm Facility or (y) (and as a condition thereto) purchase from in the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) case of any outstanding Incremental Revolving LoansFacility, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such any then-existing Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, Facility or (iii) in the case of any financial maintenance covenant added or modified for the benefit of any Incremental Term LoansFacility, such financial covenant is added or modified also for the benefit of (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation any Incremental Term Facility, any then-existing Term Facility or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects(y) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation any Incremental Revolving Facility, any then-existing Revolving Facility); it being understood and agreed that any Incremental Revolving Facility structured as an increase shall have the same terms as the existing Revolving Facility (other than upfront fees). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Agreement, this Agreement shall be amended as necessary or warranty qualified by materiality or Material Adverse Effectappropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be consistent with this Section 2.20. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent (not to be unreasonably withheld) but without the consent of any other Lenders, and furnished to the other parties hereto. (e) Notwithstanding the foregoing, no Incremental Term Loan may be made and no Incremental Revolving Commitment shall become effective under this Section 2.20 unless (i) subject to Section 1.03, on the date on which case such representation Loan is made or warranty of such effectiveness, the conditions set forth in Section 4.02 shall be true and correct satisfied (it being understood that all references to “the occasion of any Borrowing” in all respectsSection 4.02 shall be deemed to refer to the Increased Amount Date) on and as of such earlier date), and (zii) the Administrative Agent shall have received each legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Facility Agreement and generally consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of the following, in form and substance opinion reasonably satisfactory to the Administrative Agent: ). (if) On the date of effectiveness of any Incremental Revolving Facility, the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if not previously delivered to the any, agreed upon by Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower relevant Issuing Bank and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Parent Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of their Incremental Term Loans (an “Incremental Term Loan Facility”) or the USD Revolving Credit Commitments or the making of incremental term loans hereunder Multicurrency Revolving Credit Commitments (“Increased Revolving Credit Commitments”; together with any Incremental Term Loans”Loan Facility, and any such increase or Incremental Term Loans, an the “Incremental FacilityFacilities”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Increased Facility Activation Notice specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loansincrease, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loansapplicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the applicable Incremental Term Loans and Maturity Date, (y) shall have no the amortization or otherwise be permitted to be prepaid prior to the schedule for such Incremental Term Loan Maturity DateLoans, and (iv) shall be treated substantially the same (and in any event not more favorably thanz) the Revolving Applicable Margin for such Incremental Term Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: ; provided that (xi) no Default or Event of Default exists or would exist after giving effect to such Incremental Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii) the maturity date and Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be in existence on no earlier than (or the effective same as) the maturity date and Weighted Average Life to Maturity, respectively, of such increasethe Tranche A Term Loans, (yiii) the representations interest rates and warranties made or deemed made amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Parent Borrower and the lenders thereunder and (iv) any other Loan Party in any Loan Document to which such Loan Party is a party Increased Revolving Credit Commitments shall be true on terms and correct pursuant to documentation applicable to the applicable Revolving Credit Facility (including the maturity date in all material respects (except respect thereof) and any Incremental Term Loan Facility shall be on terms and pursuant to documentation, to the extent such terms and documentation are not consistent with, in the case of a representation or warranty qualified by materiality or Material Adverse Effectan Incremental Term Loan Facility, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase Tranche A Term Loan Facility (except to the extent that such representations permitted by clause (ii) and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsiii) on and as of such earlier dateabove), and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: Agent (including as to the identity of the New Lenders); provided that if the total yield (calculated for both the Incremental Term Loans and the existing Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below), but excluding any arrangement, structuring, syndication or other similar fees paid by the Parent Borrower) in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity) by more than 0.50% per annum, the Applicable Margin for the existing Term Loans shall be increased so that the total yield in respect of such Incremental Term Loans is 0.50% per annum greater than the total yield for the existing Term Loans. Notwithstanding the foregoing, (i) if without the consent of the Required Lenders, the aggregate amount of Incremental Term Loans and Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not previously delivered to exceed $100,000,000 and (ii) without the consent of the Administrative Agent, copies certified by the Secretary or Assistant Secretary each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (Ab) all corporateAny additional bank, partnership, member financial institution or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporateentity which, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Parent Borrower and the GuarantorsAdministrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.28(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and addressed to the Administrative Agent same extent as if originally a party hereto and shall be bound by and entitled to the Lenders covering such matters as reasonably requested benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent; and (iv) new or replacement , on each Increased Facility Closing Date with respect to the applicable Revolving Notes or Term Notes executed by Credit Facility, the Borrower, payable to any Lenders Parent Borrower shall borrow Revolving Credit Loans under the relevant increased Revolving Credit Commitments from each Lender participating in such Incremental Facility, as applicable, the relevant increase in an amount determined by reference to the amount of such each Type of Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental FacilityCredit Loan (and, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of Eurocurrency Loans, of each Eurocurrency Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurocurrency Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurocurrency Tranche requested to be so borrowed or effected had been proportionately increased. The Eurocurrency Rate applicable to any Lender that is organized under Eurocurrency Loan borrowed pursuant to the laws of a jurisdiction outside preceding sentence shall equal the Eurocurrency Rate then applicable to the Eurocurrency Loans of the United States other Revolving Credit Lenders in the same Eurocurrency Tranche (or, until the expiration of Americathe then-current Interest Period, provide to the Administrative Agent, its name, address, tax identification number and/or such other information rate as shall be agreed upon between the Parent Borrower and the relevant Revolving Credit Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary for to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Parent Borrower’s consent (not to comply with “know your customer” be unreasonably withheld) and Anti-Money Laundering Laws, including without limitation, furnished to the Patriot Actother parties hereto.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”Borrowers may, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent on one occasion, request Incremental Revolving Loan Commitments in an amount not to exceed $15,000,000 in the aggregate from one or more Incremental Revolving Lenders, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable to the Agent (which acceptance shall not unreasonably withheld or delayed), the Borrower Representative and the Issuer. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility set forth (i) the aggregate amount of the sum of Incremental Revolving Loan Commitments being requested (which shall be a minimum amount $10,000,000), and (ii) the Revolving Commitments plus the principal amount of Term Loans (including any date on which such Incremental Term Loans) Revolving Loan Commitments are requested to become effective (which shall not exceed $650,000,000be less than 10 Business Days nor more than 30 days after the date of such notice). The allocation Borrowers will first seek Incremental Revolving Loan Commitments from existing Lenders (each of any increase between the Revolving Commitments and Incremental Term Loans which shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 entitled to agree or decline to participate in excess thereof. The Arrangersits sole discretion) and, in consultation with the Borrowerif additional commitments are needed, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other from additional banks, financial institutions and other institutional lenders who will become Incremental Revolving Lenders in connection therewith. The Borrowers and each Incremental Revolving Lender shall execute and deliver to the Agent an Incremental Revolving Loan Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Incremental Revolving Loan Commitment of each such Person. The terms and provisions of such Incremental Revolving Credit Commitments and Revolving Loans made under such Incremental Revolving Credit Commitments shall be approached with respect identical to such increase or those of the existing Revolving Loans. (b) The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Revolving Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Credit Commitment and Incremental Revolving Loans evidenced thereby, and the allocations thereof among such existing Lenders and/or other banks, financial institutions Agent and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to the Borrowers may revise this Agreement in connection with any to evidence such requested increase must be an Eligible Assignee andamendments. (c) Notwithstanding the foregoing, if such new Lender is assuming no Incremental Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to Credit Commitment shall become effective under this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall Section 2.9 unless (i) on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenderseffectiveness, the conditions set forth in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that 5.2 have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment satisfied and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by an Authorized Officer of the followingBorrowers, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the BorrowerAgent shall have received legal opinions, the Administrative Agent board resolutions and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as other closing certificates reasonably requested by the Administrative Agent; Agent and consistent with those delivered on the Closing Date under Section 5.1. (ivd) new or replacement Revolving Notes or Term Notes executed by Each of the Borrower, payable to any Lenders participating in such Incremental Facility, as applicableparties hereto hereby agrees that the Agent may, in consultation with the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Borrowers, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the applicable each Incremental Facility. In connection with any Revolving Loan Commitment, (i) Revolving Loans made under such Incremental Facility, any Lender becoming Revolving Credit Commitment are included in each Borrowing of outstanding Revolving Loans on a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request pro rata basis and (2ii) the Lender providing each Incremental Revolving Credit Commitment shares ratably in accordance with its Percentage in the case aggregate Revolving Loans, Swing Loans and Letter of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActCredit Outstandings then outstanding.

Incremental Facilities. (a) The Borrower shall have may on one or more occasions, by written notice to the right to Agent, request increases in the establishment, during the Availability Period, of Incremental Commitments; provided that the aggregate amount of all the Revolving Incremental Commitments or the making of incremental term loans established hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation 25,000,000 during the term of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increasethis Agreement. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Facility must Commitments shall be an aggregate minimum effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Agent) after the date on which such notice is delivered to the Agent, and (B) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangersthe Incremental Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects of the syndication of to provide such Incremental FacilitiesCommitment and (y) any Person that the Borrower proposes to become an Incremental Lender, including decisions as to the selection of the existing Lenders and/or other banksif such Person is not then a Lender, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee andand must be approved by the Agent, which approval shall not be unreasonably withheld or delayed). (b) The terms and conditions of any Incremental Commitment and the Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and the Revolving Loans and other extensions of credit made thereunder; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Commitments or Revolving Loans and other extensions of credit made thereunder, such new increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Commitments or Revolving Loans and other extensions of credit made thereunder, as the case may be. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank providing such Incremental Commitments and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender Agent; provided that no Incremental Commitments shall become effective unless (i) on the date it becomes a Lender hereunder of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and including after giving effect to the increase making of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans thereunder to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payabledate), if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred and be in existence continuing, (ii) on the effective date of effectiveness thereof and after giving effect to the making of Revolving Loans thereunder to be made on such increasedate, (y) the representations and warranties made or deemed made by of the Borrower and any other set forth in the Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a representation or warranty qualified by materiality or Material Adverse Effectprior date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier prior date, (iii) [reserved], (iv) the Borrower shall make any payments required to be made pursuant to Section 2.13 in connection with such Incremental Commitments and the related transactions under this Section, and (v) the Borrower shall have delivered to the Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Revolving Lender” and a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Revolving Lenders and Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Revolving Lenders and Lenders hereunder and under the other Loan Documents, and (ii) (A) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Revolving Exposures and the Applicable Percentages of all the Revolving Lenders shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental Commitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the Revolving Loans (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage of the Revolving Loans (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Incremental Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Incremental Commitments shall pay to Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage of the Revolving Loans (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Agent receives the funds specified in clauses (ii) and (iii) above, the Agent shall pay to each Revolving Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Revolving Lender’s Applicable Percentage of the Revolving Loans (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage of the Revolving Loans (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Incremental Commitments, the Borrower shall be deemed to have received new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Commitments), and (zvii) the Administrative Agent Borrower shall have received pay each Revolving Lender any and all accrued but unpaid interest on its Revolving Loans comprising the Existing Revolving Borrowings. The deemed payments of the following, in form and substance satisfactory Existing Revolving Borrowings made pursuant to the Administrative Agent: clause (i) if not previously delivered above shall be subject to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken compensation by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel pursuant to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facilityprovisions of Section 2.13, as applicable, in if the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time date of the effectiveness of such Incremental Commitments occurs other than on the applicable Incremental Facility. In connection with last day of the Interest Period relating thereto. (f) The Agent shall notify the Lenders promptly upon receipt by the Agent of any notice from the Borrower referred to in Section 2.18(a) and of the effectiveness of any Incremental FacilityCommitments, any Lender becoming a party hereto shall (1) execute such documents and agreements as in each case advising the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside Lenders of the United States details thereof and of America, provide the Applicable Percentages of the Lenders after giving effect thereto and of the assignments required to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent made pursuant to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActSection 2.18(e).

Incremental Facilities. (a) The Parent Borrower and/or any Additional Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the their Incremental Term Loans or Revolving Commitments or the making of incremental term loans hereunder (any such increased Revolving Commitments, “Incremental Term Loans”, Revolving Commitments” and any facility under which such increase Incremental Term Loans or Incremental Term LoansRevolving Commitments are made available, an “Incremental Facility”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Additional Credit Extension Amendment specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansFacility or Facilities involved, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loansapplicable Incremental Facility Closing Date, (iii) the applicable Borrower(s) and (iv) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) shall not mature earlier than the amortization schedule for such Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Applicable Margin for such Incremental Term Loan Maturity DateLoans; provided, and that: (iv) shall be treated substantially the same (and in any event not more favorably thanA) the aggregate principal amount (or committed amount, if applicable) of all Incremental Term Loans and Incremental Revolving Loans. Effecting Commitments, together with the aggregate principal amount of any Permitted Incremental Facility under this Section is subject to Equivalent Debt, shall not exceed the following conditions precedent: Incremental Cap; (B) (x) with respect to any Incremental Term Loans being incurred to finance a Permitted Acquisition or a similar permitted Investment designated by the Parent Borrower as a “Limited Conditionality Acquisition”, no Default or Event of Default has occurred and is continuing as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition or (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to any Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments pursuant thereto), no Default or Event of Default has occurred and is continuing or shall result therefrom; (C) the Parent Borrower shall be in existence compliance, as of any Incremental Facility Activation Date, on a pro forma basis (including giving pro forma effect to the effective date applicable Additional Credit Extension Amendment (including the making of such increase, (y) the representations and warranties made or deemed made by the Borrower any Incremental Term Loans and any other Incremental Revolving Commitments thereunder (and assuming, in the case of any Additional Credit Extension Amendment with respect to Incremental Revolving Commitments that such commitments are fully drawn) without the netting of proceeds thereof and any Permitted Acquisition made with the proceeds thereof)), with the financial covenants set forth in Section 7.1, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available; (D) in no event shall it be a condition to the effectiveness of, or Borrowing under, any Incremental Facility that any representation or warranty of any Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects respects, except and solely to the extent required by the lenders providing such Incremental Facility; (E) the weighted average life to maturity of any Incremental Term Facility shall be no earlier than the weighted average life to maturity of the Initial Term Facility (except in the case of customary high-yield bridge loans which, subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent Indebtedness that does not have a representation shorter weighted average life to maturity than the Initial Term Facility); (F) all Incremental Term Loans and any Revolving Loans made in respect of Incremental Revolving Commitments shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and the Revolving Loans and none of the obligors or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty guarantors with respect thereto shall be true a Person that is not a Loan Party; (G) except with respect to pricing and correct fees or as otherwise set forth in this Section 2.25(a), all respects) on terms of any Incremental Term Facility, if not consistent with the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectapplicable existing Term Facility, in which case such representation or warranty shall be true determined between the Parent Borrower and correct in all respects) on the lenders for such Incremental Term Facility and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: ; provided that each Incremental Term Facility shall share ratably in any mandatory prepayments of the applicable Term Facility unless the Parent Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments; (iH) if not previously delivered any Incremental Revolving Commitments and the Revolving Loans in respect thereof shall be pursuant to the terms hereof otherwise applicable to the Revolving Facility and such Incremental Revolving Commitments shall become Revolving Commitments under this Agreement after giving effect to such Additional Credit Extension Amendment; (I) without the consent of the Administrative Agent, copies certified (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than five Incremental Facility Closing Dates may be selected by the Secretary Parent Borrower after the Closing Date; and (J) no Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any New Lender that elects to provide Commitments under an Incremental Facility (i) to the extent such consent would be required for an assignment of such Loans or Assistant Secretary Commitments pursuant to Section 10.6 (such consent not to be unreasonably withheld, delayed or conditioned), shall be reasonably satisfactory to the Administrative Agent and, in the case of any Incremental Revolving Loans, the Issuing Lenders and the Swingline Lender and (Aii) all corporate, partnership, member or other necessary action taken shall become a Lender under this Agreement pursuant to an Additional Credit Extension Amendment. (c) Unless otherwise agreed by the Administrative Agent, on each Incremental Facility Closing Date with respect to the Revolving Facility, each Borrower shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in an amount determined by reference to authorize the amount of each Type of Loan of such Borrower (and, in the case of Eurocurrency Loans or Term Benchmark Loans, of each Eurocurrency Tranche or Term Benchmark Tranche, as applicable) which would then have been outstanding from such Lender if (i) each such Type, Eurocurrency Tranche or Term Benchmark Tranche had been borrowed or effected by such Borrower on such Incremental Facility Closing Date and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement the aggregate amount of each such Type, Eurocurrency Tranche or Term Benchmark Tranche requested to this Agreement executed be so borrowed or effected by such Borrower had been proportionately increased. The Eurocurrency Rate applicable to any Eurocurrency Loan or Adjusted Term SOFR Rate for any Term Benchmark Loan, as applicable, borrowed pursuant to the Borrowerpreceding sentence shall equal the Eurocurrency Rate then applicable to the Eurocurrency Loans or Adjusted Term SOFR Rate for Term Benchmark Loans, the Administrative Agent and any Lender providing such Incremental Facilityas applicable, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; other Lenders in the same Eurocurrency Tranche or Term Benchmark Tranche, as applicable (iii) an opinion or, until the expiration of counsel to the then-current Interest Period, such other rate as shall be agreed upon between the Parent Borrower and the Guarantorsrelevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Incremental Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and addressed to terms of the Incremental Term Loans or Revolving Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; Parent Borrower and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide furnished to the Administrative Agent, its name, address, tax identification number and/or such other information as parties hereto. (e) The Closing Date Incremental Revolving Commitments shall be necessary for provided on the Administrative Agent Closing Date as Incremental Revolving Commitments, subject to comply with “know your customer” the conditions set forth in Section 5 to the same extent applicable to the initial Revolving Commitments and Anti-Money Laundering Laws, including without limitation, the Patriot Actany further amendment to this Agreement.

Incremental Facilities. The (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall have specify the right to request increases amount of the increase in the Maximum Credit (each such increase, an “Increase”) that Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice cause the Maximum Credit to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans50,000,000, (ii) such request shall be equally and ratably secured with the Revolving Loans and Term Loansfor an increase of not less than $5,000,000, (iii) in the case of Incremental Term Loans, no event shall there be more than two (x2) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Datesuch Increases in any calendar year, and (iv) shall be treated substantially as of the same (date of such request, and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) Increase Effective Date, no Default or Event of Default shall be exist. (b) Upon the receipt by Agent of any such written request, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase thereof requested by Administrative Borrower as set forth in existence on the effective date notice from Agent to such Lender. Each Lender shall notify Agent within ten (10) Business Days after the receipt of such notice from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent (yat the request of Administrative Borrower) may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the representations and warranties made event Lenders (or deemed made by the Borrower Lenders and any other Loan Party such Eligible Transferees, as the case may be) have committed in any Loan Document writing to which provide increases in their Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such Loan Party is a party commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower. (c) Each of the following shall be true and correct in all material respects (except in the case conditions precedent to any Increase of a representation Commitment and the Maximum Credit in connection therewith: (i) Agent or warranty qualified by materiality Borrowers have obtained the commitment of one or Material Adverse Effect, in which case more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such representation Lenders (or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateprospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (z) the Administrative Agent shall have received each of the followingan “Increase Joinder”), in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary to which such Lenders (or Assistant Secretary of (A) all corporateprospective lenders), partnershipBorrowers, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; Agent are party, (ii) a supplement each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to this Agreement Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.Borrowers, together with the consent of the Guarantors thereto; (iii) an opinion of counsel such other documentation as Agent shall reasonably request, in order to the Borrower and the Guarantors, and addressed to the Administrative enable Agent and the Lenders covering such matters as reasonably requested by to comply with any of the Administrative Agent; and requirements under Regulations T, U or X of the Federal Reserve Board, and (iv) new or replacement Revolving Notes or Term Notes executed by Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in applicable Increase) for the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the time of twelve (12) months (on a month-by-month basis) immediately following the effectiveness proposed date of the applicable Incremental Facility. In connection with Increase (calculated as if testing of the covenant in such Section 7 was in effect during the entire twelve (12) month period). (d) Unless otherwise specifically provided herein, all references in this Agreement and any Incremental Facilityother Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Commitment and Maximum Credit pursuant to this Section 2.14. (e) If applicable, each of the Lenders having a Commitment prior to the Increase Date (the “Pre-Increase Lenders”) shall assign to any Lender becoming a party hereto which is acquiring an additional Commitment on the Increase Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall (1) execute purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such documents and agreements as the Administrative Agent may reasonably request and (2) interests in the case Revolving Loans and participation interests in Letters of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or Credit on such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Lenders and Post-Increase Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Commitment. (f) The Revolving Loans, Commitment, and Maximum Credit established pursuant to this Section 2.14 shall constitute Revolving Loans, Commitments, and Maximum Credit under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to comply with “know your customer” ensure and Anti-Money Laundering Lawsdemonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the UCC, including without limitation, or otherwise after giving effect to the Patriot Actestablishment of any such new Commitment and Maximum Credit.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; providedrequest (i) during the Revolving Availability Period, howeverthe establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum Incremental Commitments established hereunder shall not exceed (A) $50,000,000 and (B) such greater amount that will not result in the First Lien Secured Leverage Ratio, determined on a Pro Forma Basis giving effect to such Incremental Facility (assuming that all Revolving Commitments, including any Incremental Revolving Commitments, have been fully funded with Revolving Loans and excluding in the calculation of Available Domestic Cash and Available Foreign Cash for purposes of the Revolving Commitments plus First Lien Secured Leverage Ratio the principal amount cash proceeds of Term Loans (including the Borrowings under any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Facility or Incremental Term Loans shall be made at Facility, but not excluding the time Borrower requests use of such increaseproceeds) exceeding 3.75 to 1.00. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Facility must Revolving Commitments or the Incremental Term Commitments, as applicable, shall be an aggregate minimum effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase Revolving Commitments or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banksCommitments, financial institutions and other institutional lenders. No as applicable, being requested (it being agreed that (x) any Lender shall be obligated in approached to provide any way whatsoever to increase its Revolving Commitment or provide a new Incremental Revolving Commitment or Incremental Term LoansCommitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and (y) any new Lender becoming Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a party to this Agreement in connection with any such requested increase Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, if such new Lender is assuming in the case of any proposed Incremental Revolving CommitmentsLender, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if ). (b) The terms of any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Incremental Revolving Commitments and after giving effect Revolving Loans and other extensions of credit to be made thereunder shall be, except as otherwise set forth herein, identical to those of the increase Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving CommitmentsCommitments and Revolving Loans; provided that (i) the maturity date of any outstanding Incremental Revolving LoansCommitments shall be no sooner than, by making available to but may be later than, the Administrative Agent for the account Revolving Maturity Date, (ii) there shall be no mandatory reduction of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such any Incremental Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay Commitments prior to the Revolving Lenders amounts payable, if any, Maturity Date and (iii) any upfront fees applicable to such any Incremental Revolving Facility and Incremental Revolving Commitments and Incremental Revolving Loans shall be as determined by the Borrower and the Incremental Revolving Lenders under Section 5.4providing such Incremental Facility. as a result of the prepayment The terms of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment Incremental Term Facility and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Term Commitments and the Term Loans; provided that (i) shall rank pari passu if the all-in right yield as determined by the Administrative Agent in accordance with customary market practice (whether in the form of payment interest rate margins, LIBOR floor, ABR floor or original issue discount or upfront fees payable to all Lenders providing such Incremental Term Loans (with such upfront or similar fees or original issue discount being equated to interest based on an assumed four-year life to maturity) but not structuring, arrangement or similar fees paid to the Revolving arrangers for such Indebtedness) relating to any Incremental Term Loans and exceeds by more than 0.50% per annum the all-in yield as determined by the Administrative Agent in accordance with customary market practice (calculated in the same manner as above) relating to the Term Loans, then the Applicable Rate then in effect for the Term Loans shall automatically be adjusted such that the all-in yield relating to the Term Loans is equal to the all-in yield relating to the Incremental Term Loans minus 0.50%, (ii) the upfront fees, interest rates and amortization schedule applicable to any Incremental Term Facility and Incremental Term Loans shall be equally determined by the Borrower and ratably secured with the Revolving Loans and Incremental Term LoansLenders providing the relevant Incremental Term Commitments, (iii) in the case weighted average life to maturity of any Incremental Term Loans, Loans shall be no shorter than the remaining weighted average life to maturity of the Terms Loans and (xiv) no Incremental Term Loan Maturity Date shall not mature be earlier than the Term Maturity Date. Any Incremental Term Facilities established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Commitments and (y) shall have no amortization or otherwise be permitted to be prepaid prior Incremental Term Loans for all purposes of this Agreement. Notwithstanding anything to the Term Loan Maturity Datecontrary herein, each Incremental Facility and (iv) all extensions of credit thereunder shall be treated substantially secured by the same Collateral on a pan passu basis with the other Loan Document Obligations. (c) The Incremental Commitments and in any event not Incremental Facilities relating thereto shall be effected pursuant to one or more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to Agreements executed and delivered by Holdings, the following conditions precedent: Borrower, each Incremental Lender providing such Incremental Commitments and Incremental Facilities and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (xi) no Default or Event of Default shall have occurred and be in existence continuing on the effective date of effectiveness thereof, both immediately prior to and immediately after giving effect to such increaseIncremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date (provided that this clause (i) shall not apply to the extent agreed by the Incremental Lenders if the proceeds of Loans made pursuant to the relevant Incremental Facility are being used to finance an acquisition), (yii) on the date of effectiveness thereof, the representations and warranties made or deemed made by the Borrower and any other of each Loan Party set forth in any the Loan Document to which such Loan Party is a party Documents shall be true and correct, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateprior date (provided that, to the extent agreed by the Incremental Lenders, the representations and warranties referred to in this clause (ii) may be limited in a manner customary for limited conditionality acquisition financings if the proceeds of Loans made pursuant to the relevant Incremental Facility are being used to finance an acquisition), (iii) after giving effect to such Incremental Commitments and the making of Loans pursuant thereto (and based on the assumption that the full amount of the Aggregate Revolving Commitment, including any Incremental Revolving Commitments, has been funded with Revolving Loans and excluding in the calculation of Available Domestic Cash and Available Foreign Cash for purposes of the covenant calculations the cash proceeds of the Borrowing under any such Incremental Revolving Facility or Incremental Term Facility but not excluding the use of such proceeds), Holdings and the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13, (iv) the Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Commitments and the related transactions under this Section and (zv) Holdings and the Administrative Agent Borrower shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative AgentAgent such legal opinions, copies certified board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Secretary or Assistant Secretary Administrative Agent in connection with any such transaction, including a certificate of a Financial Officer to the effect set forth in clauses (A) all corporatei), partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this and (iii) above, together with reasonably detailed calculations demonstrating compliance with clause (iii) above. Each Incremental Facility Agreement executed by may, without the Borrowerconsent of any Lender, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include effect such amendments to this agreement Agreement and the other Loan Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and , to give effect to the provisions of this Section. (ivd) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Loan Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender that is organized under already has a Revolving Commitment, shall increase) the laws Revolving Commitment of a jurisdiction outside such Incremental Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the Administrative Agentdate of effectiveness of any Incremental Revolving Commitments, its nameeach Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, addressand each such Incremental Revolving Lender shall purchase from each Revolving Lender, tax identification number and/or at the principal amount thereof (together with accrued interest), such other information interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to comply with “know your customer” in Section 2.21(a) and Anti-Money Laundering Lawsof the effectiveness of any Incremental Commitments, including without limitationin each case advising the Lenders of the details thereof and, in the Patriot Actcase of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.21(e). (h) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Incremental Facilities. (a) The Parent Borrower and/or any Additional Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the their Incremental Term Loans or Revolving Commitments or the making of incremental term loans hereunder (any such increased Revolving Commitments, “Incremental Term Loans”, Revolving Commitments” and any facility under which such increase Incremental Term Loans or Incremental Term LoansRevolving Commitments are made available, an “Incremental Facility”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Additional Credit Extension Amendment specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansFacility or Facilities involved, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loansapplicable Incremental Facility Closing Date, (iii) the applicable Borrower(s) and (iv) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) shall not mature earlier than the amortization schedule for such Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Applicable Margin for such Incremental Term Loan Maturity DateLoans; provided, and that: (iv) shall be treated substantially the same (and in any event not more favorably thanA) the aggregate principal amount (or committed amount, if applicable) of all Incremental Term Loans and Incremental Revolving Loans. Effecting Commitments, together with the aggregate principal amount of any Permitted Incremental Facility under this Section is subject to Equivalent Debt, shall not exceed the following conditions precedent: Incremental Cap; (B) (x) with respect to any Incremental Term Loans being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, no Default or Event of Default has occurred and is continuing as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition or (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to any Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments pursuant thereto), no Default or Event of Default has occurred and is continuing or shall result therefrom; (C) the Parent Borrower shall be in existence compliance, as of any Incremental Facility Activation Date, on a pro forma basis (including giving pro forma effect to the effective date applicable Additional Credit Extension Amendment (including the making of any Incremental Term Loans and any Incremental Revolving Commitments thereunder (and assuming, in the case of any Additional Credit Extension Amendment with respect to Incremental Revolving Commitments that such increasecommitments are fully drawn) without the netting of proceeds thereof and any Permitted Acquisition made with the proceeds thereof)), with the financial covenants set forth in Section 7.1, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available; (yD) each of the representations and warranties made or deemed made by the Borrower and any other Loan Party in any or pursuant to the Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except in the case of a that any representation or warranty which is already qualified by as to materiality or by reference to Material Adverse Effect, in which case such representation or warranty Effect shall be true and correct in all respects) on (x) with respect to Incremental Term Loans being incurred to finance a Limited Conditionality Acquisition, as of the effective date of execution and delivery of the applicable acquisition, merger or similar agreement governing such increase except to acquisition (provided that, if agreed by the extent that Lenders providing such Incremental Term Loans, the only representations and warranties expressly relate solely that shall be required to be true and correct shall be those as are customarily required to be so true and correct in an earlier date acquisition subject to limited conditionality (in which case such representations and warranties shall have been be required to be true and correct in all material respects (except in as of the case of applicable Incremental Facility Activation Date, unless stated to relate to a representation or warranty qualified by materiality or Material Adverse Effectspecific earlier date, in which case case, such representation representations and warranties shall be required to be so true and correct in all material respects as of such earlier date)) or warranty (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to the applicable Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments (or Revolving Loans in respect thereof) pursuant thereto), in each case, unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all respects) on and material respects as of such earlier date; (E) the weighted average life to maturity of any Incremental Term Facility (other than the Specified Incremental Loans) shall be no earlier than the weighted average life to maturity of the Initial Term Facility; (F) all Incremental Term Loans and any Revolving Loans made in respect of Incremental Revolving Commitments shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and the Revolving Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party; (G) except with respect to pricing and fees or as otherwise set forth in this Section 2.25(a), all terms of any Incremental Term Facility, if not consistent with the applicable existing Term Facility, shall be determined between the Parent Borrower and (z) the Administrative Agent shall have received each of the following, in form lenders for such Incremental Term Facility and substance reasonably satisfactory to the Administrative Agent: ; provided that each Incremental Term Facility shall share ratably in any mandatory prepayments of the applicable Term Facility unless the Parent Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments; (iH) if not previously delivered any Incremental Revolving Commitments and the Revolving Loans in respect thereof shall be pursuant to the terms hereof otherwise applicable to the Revolving Facility and such Incremental Revolving Commitments shall become Revolving Commitments under this Agreement after giving effect to such Additional Credit Extension Amendment; (I) without the consent of the Administrative Agent, copies certified (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than five Incremental Facility Closing Dates may be selected by the Secretary Parent Borrower after the Amendment and Restatement Effective Date; and (J) no Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any New Lender that elects to provide Commitments under an Incremental Facility (i) to the extent such consent would be required for an assignment of such Loans or Assistant Secretary Commitments pursuant to Section 10.6 (such consent not to be unreasonably withheld, delayed or conditioned), shall be reasonably satisfactory to the Administrative Agent and, in the case of any Incremental Revolving Loans, the Issuing Lenders and the Swingline Lender and (Aii) all corporate, partnership, member or other necessary action taken shall become a Lender under this Agreement pursuant to an Additional Credit Extension Amendment. (c) Unless otherwise agreed by the Administrative Agent, on each Incremental Facility Closing Date with respect to the Revolving Facility, each Borrower shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in an amount determined by reference to authorize the amount of each Type of Loan of such Borrower (and, in the case of Eurocurrency Loans, of each Eurocurrency Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurocurrency Tranche had been borrowed or effected by such Borrower on such Incremental Facility Closing Date and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement the aggregate amount of each such Type or Eurocurrency Tranche requested to this Agreement executed be so borrowed or effected by such Borrower had been proportionately increased. The Eurocurrency Rate applicable to any Eurocurrency Loan borrowed pursuant to the Borrower, preceding sentence shall equal the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments Eurocurrency Rate then applicable to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent Eurocurrency Loans of the Guarantors thereto; other Lenders in the same Eurocurrency Tranche (iii) an opinion or, until the expiration of counsel to the then-current Interest Period, such other rate as shall be agreed upon between the Parent Borrower and the Guarantorsrelevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Incremental Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and addressed to terms of the Incremental Term Loans or Revolving Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; Parent Borrower and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide furnished to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actparties hereto.

Incremental Facilities. (a) The Parent Borrower shall have on behalf of the right Borrowers may by written notice to Administrative Agent elect to request the establishment of one or more increases in New Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”), by an aggregate amount not in excess of (when taken together with the aggregate amount (the “Excess Amount”) of New Loan Commitments (as defined in the CF Agreement as in effect on the Original Closing Date) under the CF Facility on the date such Incremental Revolving Credit Commitments become effective) $1,500,000,000 in the aggregate and not less than $100,000,000 individually (or such lesser amount of as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between $1,500,000,000 and all such Incremental Revolving Credit Commitments (when taken together with the Excess Amount on the date such Incremental Revolving Credit Commitments become effective) obtained on or prior to such date). Each such notice shall specify the making of incremental term loans hereunder date (“Incremental Term Loans”, and any such increase or Incremental Term Loanseach, an “Incremental FacilityIncreased Amount Date”) by providing written on which the Parent Borrower on behalf of the Borrowers proposes that the Incremental Revolving Credit Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of Parent Borrower may approach any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage Lender or any other Person (other than a natural person) to provide all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Incremental Revolving Loans Credit Commitments; provided that any Lender offered or approached to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such provide all or a portion of the outstanding principal amount of such Incremental Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payableCredit Commitments may elect or decline, if anyin its sole discretion, to provide a Incremental Revolving Credit Commitment. In each case, such Incremental Revolving Lenders under Section 5.4. Credit Commitments shall become effective, as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans applicable Increased Amount Date; provided that (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Credit Commitments, as applicable; (ii) both before and after giving effect to the making of any Incremental Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the Parent Borrower and its Restricted Subsidiaries shall be in existence on Pro Forma Compliance with the effective date covenant set forth in Section 10.9 of the CF Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such increase, Incremental Revolving Credit Commitments and any Investment to be consummated in connection therewith; (yiv) the representations Incremental Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and warranties made or deemed made delivered by the Borrower Borrowers and any other Loan Party in any Loan Document to Administrative Agent, and each of which such Loan Party is a party shall be true and correct in all material respects (except recorded in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty Register and shall be true and correct in all respects) on the effective date of such increase except subject to the extent that such representations and warranties expressly relate solely to an earlier date (requirements set forth in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsSections 5.4(d) on and as of such earlier date), and (ze); (v) the Parent Borrower on behalf of the Borrowers shall make any payments required pursuant to Section 2.11 in connection with the Incremental Revolving Credit Commitments, as applicable; and (vi) the Parent Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. The Parent Borrower on behalf of the Borrowers shall give the Administrative Agent shall have received prompt written notice of any increase in the aggregate amount committed in respect of the CF Facility. (b) On any Increased Amount Date on which Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the followingLenders with New Revolving Credit Commitments shall assign to each Lender with a Incremental Revolving Credit Commitment (each, a “Incremental Revolving Loan Lender”) and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders with New Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the New Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such New Revolving Credit Loans will be held by existing New Revolving Lenders and Incremental Revolving Loan Lenders ratably in accordance with their New Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the New Revolving Credit Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a New Revolving Credit Commitment and each Loan made thereunder (a “Incremental Revolving Loan”) shall be deemed, for all purposes, a New Revolving Credit Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Loan Commitment and all matters relating thereto. (c) [Reserved]. (d) The terms and provisions of the Incremental Revolving Loans and Incremental Revolving Credit Commitments shall be identical to the New Revolving Credit Loans and the New Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to opinion of the Administrative Agent, copies certified by to effect the Secretary or Assistant Secretary provision of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.172.14., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Parent Borrower and/or any Additional Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the their Incremental Term Loans or Revolving Commitments or the making of incremental term loans hereunder (any such increased Revolving Commitments, “Incremental Term Loans”, Revolving Commitments” and any facility under which such increase Incremental Term Loans or Incremental Term LoansRevolving Commitments are made available, an “Incremental Facility”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Additional Credit Extension Amendment specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansFacility or Facilities involved, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loansapplicable Incremental Facility Closing Date, (iii) the applicable Borrower(s) and (iv) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) shall not mature earlier than the amortization schedule for such Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Applicable Margin for such Incremental Term Loan Maturity DateLoans; provided, and that: (iv) shall be treated substantially the same (and in any event not more favorably thanA) the aggregate principal amount (or committed amount, if applicable) of all Incremental Term Loans and Incremental Revolving Loans. Effecting Commitments, together with the aggregate principal amount of any Permitted Incremental Facility under this Section is subject to Equivalent Debt, shall not exceed the following conditions precedent: Incremental Cap; (B) (x) with respect to any Incremental Term Loans being incurred to finance a Permitted Acquisition or a similar permitted Investment designated by the Parent Borrower as a “Limited Conditionality Acquisition”, no Default or Event of Default shall be in existence on has occurred and is continuing as of the effective date of entry into the applicable acquisition, merger or similar agreement governing such increase, acquisition or (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facilityotherwise, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with Facility Activation Date, immediately prior to and after giving effect to any Additional Credit Extension Amendment (including the making of any Incremental FacilityTerm Loans or Incremental Revolving Commitments pursuant thereto), any Lender becoming a party hereto no Default or Event of Default has occurred and is continuing or shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.result therefrom;

Incremental Facilities. (a) The Administrative Borrower shall have the right upon up to two occasions (i) by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request increases an increase in the aggregate Revolving Commitments, or (ii) to establish one or more additional classes of term loans by an agreement (a “Term Increase Amendment”) in writing entered into by the Administrative Borrower, the Borrower of such term loans (if not the Administrative Borrower), the Administrative Agent and each Person (including any Lender) that shall agree to make a term loan of any class so established. Any increase in the aggregate Revolving Commitments or establishment of an additional class of term loans, and any Term Increase Amendment, shall require the consent only of the Lenders or other Persons increasing their Revolving Commitments or extending new Revolving Commitments or term commitments but not the consents of any other Lenders, and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement. The amount of any increase of the Revolving Commitments or the making principal amount of incremental any new term loans hereunder (is referred to herein as the “Incremental Term LoansIncrease Amount”, ). It shall be a condition to any increase in the aggregate Revolving Commitments or establishment of an additional class of term loans that at the time of any Commitment Increase Notice and any at the time such increase or Incremental the applicable Term LoansIncrease Amendment would become effective, an “Incremental Facility”as applicable (i) by providing written notice to the Administrative Agent, which notice no Default shall have occurred and be irrevocable once given; provided, however, that continuing or would exist after giving effect to any such Incremental Facility increase in the Revolving Commitments or such additional term loans, (ii) the Administrative Borrower shall be in pro forma compliance with all of the covenants of Section 6.9 after giving effect to such increase in the Revolving Commitments or the borrowing of such additional term loans as if incurred on the first day of the applicable Reference Period, and (iii) the aggregate amount of all Increase Amounts during the sum term of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) this Agreement shall not exceed $650,000,000. The allocation US$50,000,000. (b) In the case of any an increase between of the aggregate Revolving Commitments and Incremental Term Loans Commitments, the Commitment Increase Notice shall be made at delivered by the Administrative Agent to the Lenders and shall specify a time period selected by the Administrative Borrower requests within which each Lender is requested to respond to such increaseCommitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such Commitment Increase Notice to the Lenders). Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment. The Administrative Agent shall notify the Administrative Borrower and each Lender of the Lenders’ responses to each request made hereunder. After the expiration of the time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Revolving Commitments, invite one or more other Persons (other than individuals) (each an “Additional Lender”) that have agreed to provide the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) may be admitted as a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection accordance with the provisions of Section 10.4(e). None of the Administrative Agent, the Initial Lenders or any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such other Lender shall on have any obligation or other commitment to provide all or any portion of the date it becomes a Lender hereunder (or Increase Amount. Any such increase in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage shall become effective upon written notice by the Administrative Agent (determined with respect to which shall be promptly delivered by the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving CommitmentsAdministrative Agent) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on Lenders specifying the effective date of such increase except in Revolving Commitments, together with a revised Schedule 2.1 stating the new Revolving Commitments, and, in respect thereof, the Revolving Commitment of each Additional Lender, the respective continuing Revolving Commitments of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Revolving Commitments, each Additional Lender shall make all (if any) such payments to the extent Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans being held by such Additional Lender and the other Lenders ratably in accordance with their Applicable Percentages. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having a Revolving Commitment hereunder in respect of such amounts, that such representations payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and warranties expressly relate solely that such Additional Lender may exercise all of its rights of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be required to be paid by the Administrative Borrower pursuant to Section 2.15 had such payments been made directly by the Administrative Borrower. (c) In the case of the establishment of a representation or warranty qualified by materiality or Material Adverse Effectnew class of term loans, in the Term Increase Amendment shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of the class of loans established thereby, including the amount and final maturity thereof (which case shall not be earlier than the Maturity Date), any provisions relating to amortization (it being agreed that the weighted average life of such representation or warranty loans may be no less than the then current weighted average life of the Term Loans and that there shall be true no provisions for mandatory prepayments of and correct offers to prepay the term loans of any such class) and the interest to accrue and be payable thereon and any fees to be payable in all respects) on and as of such earlier date)respect thereof, and to effect such other changes (zincluding changes to the provisions of Sections 2.17 and 10.2, the definition of “Required Lenders” and any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under the Loan Documents or make any determination or grant any consent under the Loan Documents) as the Administrative Borrower and the Administrative Agent shall have received deem necessary or advisable in connection with the establishment of any such class of term loans; provided that no such agreement shall amend Article V, VI or VII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits any such class of term loans but not the then outstanding Classes of Loans and Commitments without the prior written consent of Lenders holding a majority in interest of each such Class. The term loans of the followingany class established pursuant to this Section shall, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered extent provided in the agreement entered into in connection therewith, be entitled to all the Administrative Agent, copies certified benefits afforded by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantorsother Loan Documents, and addressed to shall benefit equally and ratably from the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActSubsidiary Guarantee Agreement.

Incremental Facilities. The (a) Subject to Section 2.11(b), the Borrower shall have the right may by written notice to Agent elect to request increases the establishment of one or more Incremental Term Loan commitments (the “Incremental Term Loan Commitments”), in the an aggregate amount of up to $10,000,000. Each such notice shall specify the Revolving Commitments or date (an “Increased Amount Date”) on which the making of incremental term loans hereunder (“Borrower proposes that the Incremental Term Loans”Loan Commitments shall be effective, and any which shall be a date not less than 30 days after the date on which such increase notice is delivered to the Agent. The opportunity to commit to provide all or a portion of the Incremental Term LoansLoan Commitment shall be offered by the Borrower to any Eligible Incremental Lenders. To the extent any Eligible Incremental Lenders have provided a commitment to provide such Incremental Term Loan Commitment, an “Incremental Facility”) by providing written notice the Borrower shall provide a copy of such commitment letter to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect Agent for distribution to any the existing Lenders and offer the existing Lenders the opportunity to provide such Incremental Facility Term Loan Commitment on the aggregate amount same terms as set forth in such commitment letter (the date the Agent receives such commitment letter, the “Notice Date”). If the existing Lenders have not agreed in writing to provide such Incremental Term Loan Commitment within 15 days of the sum Notice Date, then the Eligible Incremental Lenders may provide the Incremental Term Loan Commitment on the terms of such commitment letter and subject to this Section 2.11. Any existing Lender approached to provide all or a portion of such Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. (b) Such Incremental Term Loan Commitments shall become effective, as of such Increased Amount Date, subject to the satisfaction of each of the Revolving Commitments plus following conditions: (i) [reserved]; (ii) the principal amount Agent has obtained the commitment of one or more Incremental Term Loans (including Loan Lenders to provide the applicable Incremental Term Loan and any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between Loan Lenders, the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party Agent have signed an amendment to this Agreement in connection with any pursuant to which such requested increase must be an Eligible Assignee andIncremental Term Loan Lenders agree to make, if such new Lender is assuming Revolving Commitments, must be subject to the consent terms of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect term loan to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving CommitmentsBorrower (an “Incremental Term Loan”) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of its Incremental Term Loan Commitment and to otherwise evidence such Revolving Loans to be purchased by such LenderIncremental Term Loan, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued in form and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay substance reasonably satisfactory to the Revolving Lenders amounts payableAgent (each, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, “Joinder Agreement”); (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence exist on the effective date of such increase, Increased Amount Date; (yiv) the representations and warranties made or deemed made by of the Borrower Credit Parties contained in this Agreement and any the other Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except in the case of a representation that such materiality qualifier shall not be applicable to any representations or warranty warranties that already are qualified by materiality or modified as to “materiality” or “Material Adverse Effect” in the text thereof, in which case such representation or warranty representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on the effective date as of such increase Increased Amount Date to the same extent as though made on and as of that date (both before and immediately after giving effect to such Loan), except to the extent that such representations and warranties expressly specifically relate solely to an earlier date (date, in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation that such materiality qualifier shall not be applicable to any representations or warranty warranties that already are qualified by materiality or modified as to “materiality” or “Material Adverse Effect” in the text thereof, in which case such representation or warranty representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date; and (v) the Borrower shall have reached agreement with the lenders making the Incremental Term Loan (the “Incremental Term Loan Lenders”) with respect to the interest margins applicable to such Incremental Term Loan (which interest margins may be higher than, equal to, or lower than the interest margins applicable to the Term Loan set forth in this Agreement immediately prior to the date of the making of such Incremental Term Loan, as applicable) and shall have communicated the amount of such interest margins to the Agent. Anything to the contrary contained herein notwithstanding, if the all in yield (including interest margins, interest floors, original issue discount, closing fees or other similar yield related discounts based on an assumed four-year to life maturity, but excluding any arrangement, underwriting or similar fees that are not shared with all of the Lenders or prospective lenders) (the “All In Yield”) that is to be applicable to such Incremental Term Loan is 50 basis points or more higher than the All In Yield applicable to the Term Loans hereunder immediately prior to the applicable Increased Amount Date (the amount by which the interest margins are higher, the “Excess”), then the All In Yield applicable to each applicable Class of Term Loans immediately prior to the Increased Amount Date shall be increased by the amount of the Excess minus 50 basis points, effective on the applicable Increased Amount Date, and without the necessity of any action by any party hereto. (zc) The Incremental Term Loan Lender shall make an Incremental Term Loan subject to the Administrative Agent shall have received satisfaction of each of the following, in form and substance satisfactory to the Administrative Agent: following conditions: (i) if each of the conditions set forth in Section 4.2 shall have been satisfied on the applicable Credit Date; and (ii) any such Incremental Term Loan shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not previously delivered apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time). (d) On any Increased Amount Date on which any Incremental Term Loan Commitments of any tranche are effective, subject to the Administrative Agentsatisfaction of the foregoing terms and conditions, copies certified by each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Secretary Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate Class for all purposes of this Agreement. (e) The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments shall be, except as otherwise set forth herein or Assistant Secretary of (A) all corporatein a Joinder Agreement, partnership, member or other necessary action taken by identical to the Borrower Term Loan immediately prior to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty making of such Incremental Facility; (ii) a supplement to this Term Loan. Each such Joinder Agreement executed by may, without the Borrowerconsent of any other Lenders, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include effect such amendments to this agreement Agreement and the other Loan Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicableappropriate, in the amount reasonable opinion of such Revolving Lender’s Revolving Commitment or aggregate Agent, to effect the provision of this Section 2.11. All Incremental Term Loans at shall be secured on a pari passu basis with the time Term Loans, shall not be secured by a Lien on any assets of the effectiveness of Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActGuarantors.

Incremental Facilities. (a) The Borrower shall have may on one or more occasions, by written notice to the right to Agent, request increases in the establishment, during the Availability Period, of Incremental Commitments, provided that the aggregate amount of all the Revolving Incremental Commitments established hereunder shall not exceed the Incremental Facility Maximum Amount during the term of this Agreement. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than five Business Days (or such shorter period as may be agreed to by the making of incremental term loans hereunder (“Incremental Term Loans”Agent) after the date on which such notice is delivered to the Agent, and any such increase or Incremental Term Loans, an “Incremental Facility”(B) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans Incremental Commitments, being requested (including it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Term LoansCommitment and (y) shall any Person that the Borrower proposes to become an Incremental Lender, if such Person is not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangersthen a Lender, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee andand must be approved by the Agent, which approval shall not be unreasonably withheld or delayed). (b) The terms and conditions of any Incremental Commitment and the Loans and other extensions of credit to be made thereunder shall be identical to those of the Commitments and the Loans and other extensions of credit made thereunder; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Commitments or Loans and other extensions of credit made thereunder, such new increase shall be permitted if the interest rate or fees payable in respect of the other Commitments or Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Commitments or Loans and other extensions of credit made thereunder, as the case may be. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank providing such Incremental Commitments and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender Agent; provided that no Incremental Commitments shall become effective unless (i) on the date it becomes a Lender hereunder of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and including after giving effect to the increase making of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans thereunder to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payabledate), if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred and be in existence continuing, (ii) on the effective date of effectiveness thereof and after giving effect to the making of Loans thereunder to be made on such increasedate, (y) the representations and warranties made or deemed made by of the Borrower and any other set forth in the Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a representation or warranty qualified by materiality or Material Adverse Effectprior date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier prior date, (iii) after giving effect to such Incremental Commitments, the Maximum Available Amount shall not exceed the maximum aggregate principal amount of secured Indebtedness of the Borrower permitted by the NHL to be outstanding at such time, (iv) the Borrower shall make any payments required to be made pursuant to Section 2.13 in connection with such Incremental Commitments and the related transactions under this Section, and (v) the Borrower shall have delivered to the Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (ii) (A) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the Aggregate Commitment shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Exposures and the Applicable Percentages of all the Lenders shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate principal amount of the Loans outstanding (the “Existing Borrowings”) immediately prior to the effectiveness of such Incremental Commitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Borrowings, (iii) each Incremental Lender that shall not have had a Commitment prior to the effectiveness of such Incremental Commitments shall pay to Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Borrowings, (iv) after the Agent receives the funds specified in clauses (ii) and (iii) above, the Agent shall pay to each Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Borrowings, (v) after the effectiveness of such Incremental Commitments, the Borrower shall be deemed to have made new Borrowings (the “Resulting Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Borrowing (calculated after giving effect to the effectiveness of such Incremental Commitments), and (zvii) the Administrative Agent Borrower shall have received pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Borrowings. The deemed payments of the following, in form and substance satisfactory Existing Borrowings made pursuant to the Administrative Agent: clause (i) if not previously delivered above shall be subject to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken compensation by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel pursuant to the Borrower and provisions of Section 2.13 if the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time date of the effectiveness of such Incremental Commitments occurs other than on the applicable Incremental Facility. In connection with last day of the Interest Period relating thereto. (f) The Agent shall notify the Lenders promptly upon receipt by the Agent of any notice from the Borrower referred to in Section 2.18(a) and of the effectiveness of any Incremental FacilityCommitments, any Lender becoming a party hereto shall (1) execute such documents and agreements as in each case advising the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside Lenders of the United States details thereof and of America, provide the Applicable Percentages of the Lenders after giving effect thereto and of the assignments required to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent made pursuant to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActSection 2.18(e).

Incremental Facilities. The Borrower shall have (a) At any time during the right period from and after the Closing Date, at the option of Borrowers (but subject to request increases the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or and the making of incremental term loans hereunder Maximum Revolver Amount not to exceed the Available Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental FacilityIncrease”) by providing written notice ). Agent may invite one or more Lenders to the Administrative Agent, which notice increase its Revolver Commitments (it being understood that no Lender shall be irrevocable once given; providedobligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by ▇▇▇▇▇▇▇▇▇, however, that after giving effect and Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to any such Incremental Facility the aggregate Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed at least $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. The Arrangers. (b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in consultation with the Borrowerform and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) any prospective Lender shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or be an Eligible Transferee and not constitute a Disqualified Institution, (iii) (x) other banks, financial institutions and other institutional lenders to be approached than with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement an Increase in connection with a Permitted Acquisition or any such requested increase must be an Eligible Assignee andother Permitted Investment, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made unless required by the other Revolving Lenders under Section 2.4.(j) that have not been repaidproviding such Increase, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by each Loan Party contained herein and in the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectstext thereof) on and as of the effective date of such increase extension of credit, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date (date, in which case such representations and warranties shall have been be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectstext thereof) on and as of such earlier date) and (y) no Specified Event of Default shall have occurred and be continuing, (iv) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.Borrowers, together with the consent of the Guarantors thereto; (iii) an opinion of counsel such other documentation as Agent shall reasonably request, in order to the Borrower and the Guarantors, and addressed to the Administrative enable Agent and the Lenders covering such matters to comply with any of the requirements under Regulations T, U or X of the Board of Governors, (v) [reserved] (vi) the interest rate margins with respect to the Revolving Loans to be made pursuant to the increased Revolver Commitments shall be the same as reasonably requested by the Administrative Agent; and (iv) new or replacement interest rate margins applicable to Revolving Notes or Term Notes executed by Loans hereunder immediately prior to the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time date of the effectiveness of the applicable Incremental Facilityincreased Revolver Commitments and the Maximum Revolver Amount (the “Increase Date”). In connection Any Increase Joinder may, with any Incremental Facilitythe consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.14, and (vii) such Increase shall be permitted under the Second Lien Notes Documents, any Additional Permitted Junior Lien Indebtedness Documents and the Intercreditor Agreement, in each case, in a manner satisfactory to Agent. (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender becoming which is acquiring a party hereto new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall (1) execute purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such documents and agreements as the Administrative Agent may reasonably request and (2) interests in the case Revolving Loans and participation interests in Letters of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or Credit on such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to comply with ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount. (f) Upon each Increase in the Revolver Commitments and Maximum Revolver Amount established pursuant to this Section 2.14, the dollar thresholds for Excess Availability and Specified Availability set forth in each of the definitions of “know your customerCash Dominion Event”, “Cash Dominion Period”, “Covenant Trigger Event”, “Covenant Testing Period, “Increased Examination Event”, “Increased Reporting Event” and Anti-Money Laundering Laws, including without limitation, “Increased Reporting Period and clause (b) of the Patriot Actdefinition of “Payment Conditions” shall be increased in proportion to the amount of such Increase.

Incremental Facilities. (a) The Borrower shall have may, at any time, on one or more occasions pursuant to an Incremental Facility Agreement (i) add one or more new tranches of term facilities and/or increase the right to request increases in the aggregate principal amount of the Revolving Commitments Tranche B-1 Term Loans or the making of incremental any Additional Term Loans by requesting new term loan commitments to be added to such Loans (any such new tranche or increase, an “Incremental Term Facility” and any loans hereunder (made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and ) and/or (ii) add one or more new tranches of incremental revolving “cash-flow” facilities and/or increase the aggregate amount of Commitments of any existing Class of Incremental Revolving Commitments (any such increase new tranche or increase, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and, together with any Incremental Term Loans, an “Incremental FacilityLoans”) by providing written notice to ); provided that the Administrative Agent, which notice aggregate principal amount of all Incremental Facilities incurred after the Third Amendment Effective Date shall be irrevocable once givennot exceed the Incremental Cap; provided, howeverfurther, that after giving effect that: (i) no Incremental Commitment may be less than $5,000,000, (ii) except as separately agreed from time to time between the Borrower and any Lender, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender, (iii) no Incremental Facility or Incremental Loan (or the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a Lender providing all or part of any Incremental Commitment or Incremental Loan, (iv) no Incremental Revolving Facility will mature earlier than any then-applicable Latest Revolving Loan Maturity Date or require any scheduled amortization or mandatory commitment reduction prior to such Maturity Date, (v) the Effective Yield applicable to any Incremental Facility or Incremental Loans will be determined by the Borrower and the lenders providing such Incremental Facility or Incremental Loans; provided that in the aggregate amount case of any Incremental Term Facility which are pari passu with the sum of the Revolving Commitments plus the principal amount of Initial Term Loans (including any in right of payment and with respect to security, such Effective Yield applicable thereto will not be more than 0.50% higher than the Effective Yield applicable to the Class of Initial Term Loans denominated in the same currency as such Incremental Term LoansFacility unless the Applicable Rate with respect to such Initial Term Loans is adjusted to be equal to the Effective Yield with respect to the relevant Incremental Term Facility, minus 0.50%, (vi) shall not exceed $650,000,000. The allocation of the final maturity date with respect to any increase between the Revolving Commitments and Incremental Term Loans shall be made no earlier than the Latest Term Loan Maturity Date at the time Borrower requests such increase. Each such of the incurrence thereof, (vii) the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the then-existing tranche of Term Loans (without giving effect to any prepayments thereof), (viii) (A) any Incremental Term Facility may rank pari passu with or junior to any then-existing tranche of Term Loans in right of payment and pari passu with or junior to any then-existing tranche of Term Loans with respect to security or may be unsecured (and to the extent the relevant Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation is pari passu with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as or subordinated to the selection Term Loans in right of payment or security and documented in a separate agreement, it shall be subject to an Acceptable Intercreditor Agreement) and (B) no Incremental Facility may be (x) guaranteed by any Person which is not a Loan Party or (y) secured by any assets other than the Collateral, (A) any prepayment (other than any scheduled amortization payment) of Incremental Term Loans that are pari passu with any then-existing Lenders and/or Term Loans in right of payment and security shall be made on a pro rata basis with such existing Term Loans and (B) any prepayment (other banks, financial institutions and other institutional lenders than any scheduled amortization payment) of Incremental Term Loans that are subordinated to any then-existing Term Loans in right of payment or security shall be approached made on a junior basis with respect to such increase or existing Term Loans (and all other then-existing Additional Term Loans requiring ratable prepayment), except, in each case, that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro rata basis), (x) except as otherwise agreed by the lenders providing the relevant Incremental Facility in connection with a Permitted Acquisition or other Investment permitted by the terms of this Agreement, no Event of Default shall exist immediately prior to or after giving effect to such Incremental Facility, (xi) except as otherwise required or permitted in clauses (v) through (ix) above, all other terms of any Incremental Term Facility, if not consistent with the terms of the Initial Term Loans, shall be reasonably satisfactory to the Borrower and the allocations thereof among Administrative Agent (it being understood that (x) any terms which are not consistent with the terms of the Initial Term Loans and are applicable only after the then-existing Latest Term Loan Maturity Date shall be deemed satisfactory to the Administrative Agent and (y) terms contained in such existing Incremental Term Facility that are more favorable to the lenders or the agent of such Incremental Term Facility than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders and/or other banksor, financial institutions as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Incremental Facility Agreement) shall be deemed satisfactory to the Administrative Agent), (xii) the proceeds of any Incremental Facility may be used for working capital and other institutional lenders. No Lender shall general corporate purposes and any other use not prohibited by this Agreement, (xiii) on the date of the making of any Incremental Term Loans that will be obligated in added to any way whatsoever to increase its Revolving Commitment Class of Initial Term Loans or provide a new Revolving Commitment or Incremental Additional Term Loans, and notwithstanding anything to the contrary set forth in Section 2.08 or 2.13, such Incremental Term Loans shall be added to (and constitute a part of) each borrowing of outstanding Initial Term Loans or Additional Term Loans, as applicable, of the same type with the same Interest Period of the respective Class on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Lender providing such Incremental Term Loans will participate proportionately in each then outstanding borrowing of Initial Term Loans or Additional Term Loans, as applicable, of the same type with the same Interest Period of the respective Class; and (xiv) at no time shall there be more than three separate Maturity Dates in effect with respect to any new Lender becoming a party to this Agreement in connection with existing Additional Revolving Facility at any time. (b) Incremental Commitments may be provided by any existing Lender, or by any other lender (other than any Disqualified Institution) (any such requested increase must other lender being called an “Additional Lender”); provided that the Administrative Agent shall have consented (such consent not to be an Eligible Assignee and, unreasonably withheld) to the relevant Additional Lender’s provision of Incremental Commitments if such new consent would be required under Section 9.05(b) for an assignment of Loans to such Additional Lender; provided further that any Additional Lender that is assuming Revolving Commitments, must an Affiliated Lender shall be subject to the consent provisions of each Issuing Bank Section 9.05(g), mutatis mutandis, to the same extent as if Incremental Commitments and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, related Obligations had been obtained by such Lender shall on the date it becomes by way of assignment. (c) Each Lender or Additional Lender providing a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) portion of any outstanding Revolving Loans, by making available Incremental Commitment shall execute and deliver to the Administrative Agent for and the account of Borrower all such other Lenders, in same day funds, an amount equal to documentation (Aincluding the relevant Incremental Facility Agreement) the portion of the outstanding principal amount of such Revolving Loans to as may be purchased by such Lender, plus (B) the aggregate amount of payments previously made reasonably required by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued Administrative Agent to evidence and unpaid to and as of effectuate such date on such portion of the outstanding principal amount of such Revolving LoansIncremental Commitment. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on On the effective date of such increaseIncremental Commitment, each Additional Lender shall become a Lender for all purposes in connection with this Agreement. (d) As a condition precedent to the effectiveness of any Incremental Facility or the making of any Incremental Loans, (yi) upon its reasonable request, the Administrative Agent shall have received customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the representations Administrative Agent shall have received, from each Additional Lender, an Administrative Questionnaire and warranties made or deemed made by such other documents as it shall reasonably require from such Additional Lender, (iii) the Borrower Administrative Agent and any other Loan Party Lenders shall have received all fees required to be paid in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date respect of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation Incremental Facility or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), Incremental Loans and (ziv) the Administrative Agent shall have received each a certificate of the followingBorrower signed by a Responsible Officer thereof: (A) certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower approving or consenting to such Incremental Facility or Incremental Loans, and (B) to the extent applicable, certifying that the condition set forth in clause (a)(x) above has been satisfied. (e) To the extent the Borrower elects to implement any Incremental Revolving Facility, then notwithstanding any other provision of this Agreement to the contrary, the Borrower shall be permitted (without the consent of any Term Lender) to amend the terms of this Agreement pursuant to an amendment hereto (or an amendment and restatement hereof), in form and substance reasonably satisfactory to the Administrative Agent: , in order to appropriately incorporate revolving facility provisions, including those relating to (i) if not previously delivered conditions to the Administrative Agentborrowing, copies certified by the Secretary or Assistant Secretary payments, prepayments, purchases of (A) all corporateparticipations and reallocation mechanisms, partnershipletter of credit, member or swingline and/or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporatesubfacilities, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement mechanisms to allow for additional Incremental Revolving Facilities (e.g. pro rata treatment and exceptions to such pro rata treatment upon the maturity of any such Incremental Revolving Facility), (iii) tranche voting by revolving lenders with respect to conditions precedent to the making of revolving loans, any financial covenant required in connection with any Incremental Revolving Facility and definitions relating to the foregoing and (iv) consent by any issuing bank or swingline lender to matters affecting its rights or obligations in such capacity. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Facility Agreement and any other amendments to this Agreement executed by and the Borrower, other Loan Documents with the Administrative Agent and any Lender providing such Incremental Facility, which supplement Loan Parties as may include such amendments be necessary in order to establish new tranches or sub-tranches in respect of Loans or commitments increased or extended pursuant to this agreement Section 2.22 and such technical amendments as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with in the consent of the Guarantors thereto; (iii) an reasonable opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.22. (f) To the extent the provisions of clause (a)(xiii) above require that Term Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) making new or replacement Revolving Notes or Incremental Term Notes executed by the Borrower, payable to any Lenders participating in Loans add such Incremental FacilityTerm Loans to the then outstanding borrowings of LIBO Rate Loans of the respective Class of Initial Term Loans or Additional Term Loans, as applicable, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding LIBO Rate Loans of the amount respective Class and which will end on the last day of such Revolving Lender’s Revolving Commitment Interest Period). (g) Notwithstanding anything to the contrary in this Section 2.22 or aggregate Term Loans at in any other provision of any Loan Document, if the time proceeds of the effectiveness of the applicable Incremental Facility. In connection with any Incremental FacilityFacility are intended to be applied to finance an acquisition and the Lenders or Additional Lenders providing such Incremental Facility so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality. (h) This Section 2.22 shall supersede any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) provision in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Section 2.18 or 9.02 to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actcontrary.

Incremental Facilities. The Borrower (a) At any time during the period from and after the Closing Date through but excluding the date that is one year prior to the Maturity Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall have invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the right interest margin proposed by Borrowers, and if sufficient Lenders do not agree to request increases increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Revolving Increases to the Revolver Commitments exceed $15,000,000. (b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount: (i) Agent or Borrowers have obtained the making commitment of incremental term loans hereunder one or more Lenders (“Incremental Term Loans”, or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such increase Lenders (or Incremental Term Loansprospective lenders), an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an “Increase Joinder”), in connection with any form and substance reasonably satisfactory to Agent, to which such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in the case of an existing Lender, increases its Revolving CommitmentSection 3.2 are satisfied, (iii) Borrowers have delivered to Agent updated pro forma Projections (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the four quarters (on a quarter by quarter basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase, and (iv) of any outstanding Revolving Loans, by making available Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the Administrative Agent for increased Revolver Commitments with respect to the account of such other Lenders, in same day funds, an amount equal interest margins applicable to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus made pursuant to the increased Revolver Commitments (B) which interest margins may be higher than or equal to the aggregate amount of payments previously made by interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving LoansLoans to be made pursuant to the increased Revolver Commitments). The Borrower shall pay Anything to the contrary contained herein notwithstanding, if the all-in yield (including interest margins, interest floors, and any original issue discount or similar yield-related discounts or payments, but excluding any arrangement, underwriting, or similar fees payable in connection therewith that are not paid to all Lenders providing the Increase to the Revolver Commitment) that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments is higher than the all-in yield (including interest margins, interest floors, and any original issue discount or similar yield-related discounts or payments, but excluding any arrangement, underwriting, or similar fees payable in connection therewith that are not paid to all Lenders amounts payableproviding the Increase to the Revolver Commitment) applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount by which all-in yield is higher, if anythe “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto. (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. include Revolving Loans made pursuant to any the increased Revolving Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment and prior to the Incremental Term Loans Increase Date (ithe “Pre-Increase Revolver Lenders”) shall rank pari passu assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) participation interests in the case Letters of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence Credit on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to comply with “know your customer” ensure and Anti-Money Laundering Laws, including without limitation, demonstrate that the Patriot ActLiens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) Representative may by providing written notice to the Administrative Agent elect to request the establishment of one or more increases in Commitments of any Class (the “Incremental Revolving Credit Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount at the time of incurrence thereof and not less than $5,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the Maximum Incremental Facilities Amount at such time) and in a multiple of $100,000 in excess thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments shall be effective. The Borrower Representative may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the Incremental Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Revolving Credit Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment, and the Borrower Representative shall have no obligation to approach any existing Lender to provide any Incremental Revolving Credit Commitment. If the existing Lenders approached by the Borrower Representative (if any) are unwilling to increase their applicable commitments by an amount equal to the requested Incremental Revolving Credit Commitments, the Administrative Agent, at the request of and in consultation with Borrower Representative, will use its commercially reasonable efforts to obtain one or more Persons (other than any natural Person) which notice shall are not then Lenders (which Persons may be irrevocable once givensuggested by the Borrower Representative) to become party to the Credit Documents and to provide a commitment to the extent necessary to satisfy Borrower Representative’s request for Incremental Revolving Credit Commitments, as the case may be; provided, however, (a) compensation for any such assistance by the Administrative Agent shall be mutually agreed by the Administrative Agent and Borrower Representative, (b) such assistance shall be subject to the execution of a customary engagement letter and (c) Administrative Agent shall have no obligation to provide any such Incremental Revolving Credit Commitment. In each case, such Incremental Revolving Credit Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) (x) other than as described in the immediately succeeding clause (y), no Event of Default shall exist on such Increased Amount Date immediately before or immediately after giving effect to such Incremental Revolving Credit Commitments or (y) if such Incremental Revolving Credit Commitment is being provided in connection with a Permitted Acquisition or other acquisition constituting a permitted Investment or in connection with refinancing of any Indebtedness that requires an irrevocable prepayment or redemption notice, then no Event of Default under Section 12.1 or Section 12.5 shall exist on such Increased Amount Date, (ii) the Incremental Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 6.4(e) and (iii) the Borrowers shall make any payments required pursuant to Section 2.11 in connection with the Incremental Revolving Credit Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). For all purposes of this Agreement, any Incremental Revolving Credit Commitments made on an Increased Amount Date shall be designated a part of the series of existing Commitments of the applicable Class subject to such increase. (b) On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each loan made (including, where applicable, a loan made by way of Banker’s Acceptances or BA Equivalent Notes) under an Incremental Revolving Credit Commitment (an “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Loan and (ii) each Lender with an Incremental Revolving Credit Commitment (each an “Incremental Revolving Loan Lender”) shall become a Lender with respect to the Incremental Revolving Credit Commitment and all matters relating thereto; provided that the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 14.6(b) for an assignment of Incremental Revolving Credit Loans or Incremental Revolving Credit Commitments, as applicable, to such Incremental Revolving Loan Lender. (c) On any Increased Amount Date, each Lender in respect of the applicable Class of Commitments immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Loan Lender in respect of such increase, and each such Incremental Revolving Loan Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit, so that after giving effect to any each such Incremental Facility deemed assignment and assumption of participations, the percentage of the aggregate amount outstanding participations hereunder in such Letters of the sum of the Credit held by each Lender holding Revolving Commitments plus the principal amount of Term Loans (including any each such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Loan Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in will equal the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time percentage of the effectiveness aggregate Total Revolving Credit Commitments of all Lenders under the applicable Incremental FacilityCredit Facilities. In connection with any Incremental FacilityRevolving Credit Commitment hereunder, upon the request of the Borrower Representative, the Letter of Credit Commitment may be increased with the approval of the Letter of Credit Issuer and the Administrative Agent by an amount not to exceed the amount of such Incremental Revolving Credit Commitment, in their sole and absolute discretion. Additionally, if any Lender becoming a party hereto Revolving Loans of the Class of Revolving Loans that are being increased are outstanding at the time any Incremental Revolving Credit Commitments are established, the applicable Lenders immediately after effectiveness of such Incremental Revolving Credit Commitments shall (1) execute purchase and assign at par such documents and agreements amounts of the Revolving Loans of such Class outstanding at such time as the Administrative Agent may reasonably request require such that all of the Lenders effectively participate in each of the outstanding Revolving Loans of such Class on a pro rata basis of their Revolving Credit Commitment Percentages in respect of such Class immediately after giving effect to all such assignments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (2d) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Class of Commitments subject to such increase and the related Revolving Loans of such Class; provided, that underwriting, arrangement, upfront or similar fees that may be agreed to among the Borrower Representative and the Lenders providing and/or arranging such Incremental Revolving Credit Commitments may be paid in connection with such Incremental Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the case opinion of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent and the Borrower Representative, to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, effect the Patriot Actprovisions of this Section 2.14.

Incremental Facilities. The Borrower shall have the right to request increases in the aggregate amount (a) Provided there exists no Default or Event of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”Default, and subject to the conditions set forth in clause (f) below, the Borrower may at any such increase time or Incremental Term Loansfrom time to time after the Closing Date, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility request (i) one or more tranches of new term loans (“New Term Loans”) under one or more new term facilities (each a “New Term Loan Facility”) or (ii) one or more increases in the aggregate total amount of the sum of the Revolving Commitments plus the principal amount of (each an “Additional Term Commitment”) and any Loans advanced pursuant to such Additional Term Commitments being Term Loans (including for all purposes of this Agreement, up to an aggregate total amount with respect to all New Term Loans or Term Loans made as a result of any such Incremental Additional Term Loans) shall Commitments not to exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum 20,000,000 or a lesser amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental 5,000,000. (i) Each New Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Loan Facility (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Term Loan A, shall rank senior in right of payment to the Term Loan B, and shall rank pari passu in right of security and rights under the Subsidiary Guarantees and in and to the Collateral with the other Term Loans and (B) shall not mature prior to the latest Maturity Date applicable to the Term LoansLoan A, shall not have an Average Life shorter than the Average Life of the Term Loan A and shall not be subject to amortization, (ii) the New Term Loans in respect to such New Term Loan Facility shall be equally and ratably secured with the Revolving Loans and Term Loansentitled to share in all prepayments pursuant to Section 2.03 as specified in Section 2.03(c), (iii) each New Term Loan shall bear interest at a fixed rate per annum, provided that, in the case of Incremental Term Loans, (x) shall not mature earlier than event that such interest rate exceeds the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior interest rate relating to the Term Loan Maturity DateA immediately prior to the effectiveness of the applicable New Term Loan Facility, the interest rate for the Term Loan A shall be adjusted to be at least equal to the interest rate relating to such New Term Loan Facility, provided further, that in determining the interest rate for the New Term Loan Facility solely for the purpose of this Section, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the New Lenders providing New Term Loan Commitments in the initial primary syndication thereof shall be included and equated to interest (with OID or upfront fees being equated to interest based on an assumed four-year life to maturity), and (B) customary arrangement, underwriting, structuring or commitment fees payable to one or more arrangers (or their affiliates) of the New Term Loan Facility shall be excluded, and provided further, that, in the event that the New Lenders are paid or earn any fees in excess of the Closing Fee and Exit Fee payable on the Term Loan A or on better terms, an amount equal to such incremental fees shall be paid to, or such better terms shall be offered to, the Term Loan A Lenders, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date all other terms of such increaseNew Term Loans, if not consistent with the terms of the Term Loans, (yA) the representations and warranties made or deemed made by will be as agreed between the Borrower and any other Loan Party in any Loan Document to which the New Lenders providing such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility New Term Loans and (B) all corporateshall not be more restrictive than the terms of the existing Term Loans unless the Lenders under the Term Loans also receive the benefit of the more restrictive terms (without any consent being required); provided that the terms of the New Term Facility may include pro rata mandatory prepayment requirements for asset sales and other mandatory prepayment events so long as such mandatory prepayment events shall also apply to Term Loans. (c) Any Term Loans made in connection with or pursuant to any Additional Term Commitments shall have the same terms and conditions as the Term Loans applicable thereto. (d) Each notice from the Borrower pursuant to this Section 2.10 shall set forth (i) with respect to any Additional Term Commitments, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty requested amount of such Incremental Facility; Additional Term Commitments, the proposed effective date for the making of Term Loans pursuant to such Additional Commitments (the “Additional Commitment Effective Date”) and the amount of OID or upfront fees payable in connection with such Additional Term Commitments and (ii) a supplement with respect to this Agreement executed by the Borrowerany New Term Loan Facility, the Administrative Agent requested amount of New Term Loans, the proposed terms of the relevant New Term Loan Facility and any Lender providing the proposed effective date for the making of such Incremental Facility, which supplement may include such amendments to this agreement as New Term Loan Facility (the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., “New Term Loan Effective Date” and together with any Additional Commitment Effective Date, the consent “Increase Effective Date”). New Term Loans or Additional Term Commitments may be made or provided by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of the Guarantors theretoany New Term Loan or provide any Additional Term Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called a “New Lender”); (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed provided any such New Lenders shall be reasonably acceptable to the Administrative Agent and the Lenders covering such matters Borrower. (e) Commitments in respect of New Term Loans (“New Term Loan Commitments”) and Additional Term Commitments shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as reasonably requested by appropriate, the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes other Loan Documents, executed by the Borrower, payable each New Lender, any other Lender providing a New Term Loan or Additional Term Commitment and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lender, effect such amendments to any Lenders participating in such Incremental Facility, this Agreement (including amendments to Schedule IA or IB) and the other Loan Documents as applicablemay be necessary, in the amount reasonable opinion of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case Borrower, to effect the provisions of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the this Section 2.10. The Administrative Agent may take any and all action as may be reasonably necessary to comply with “know your customer” and Anti-Money Laundering Lawsensure that any Term Loans made pursuant to any Additional Term Commitment, including without limitationwhen originally made, the Patriot Actare included in each Borrowing of outstanding Term Loans on a pro rata basis.

Incremental Facilities. The Borrower shall have the right to request increases in the aggregate amount of the Revolving Any Incremental Commitments or the making of incremental term loans hereunder (“new Term Loans made on an Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice Facility Closing Date shall be irrevocable once given; provided, however, that after giving effect to any such designated a separate Class of Incremental Facility the aggregate amount Commitments for all purposes of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation Term Loan Increase or warranty qualified by materiality or Material Adverse Effectan Incremental Revolving Commitment Increase. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except subject to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each satisfaction of the followingterms and conditions in this Section 2.13, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such each Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty Term Lender of such Incremental Facility; (ii) Class shall make a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel Loan to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof may be designated as a jurisdiction outside borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class, and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected (including through any Incremental Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.13, (A) each Incremental Revolving Credit Lender of such Class shall make its Incremental Commitment available to the Borrower (or any Loan Party organized under the laws of the United States States, any state thereof, the District of AmericaColumbia or any territory thereof, provide may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Administrative AgentLoans hereunder) (when borrowed, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with an “know your customerIncremental Revolving Credit Loan” and Anti-Money Laundering Lawscollectively with any Incremental Term Loan, including without limitationan “Incremental Loan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (B) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. Notwithstanding the foregoing, Incremental Term Loans and Incremental Revolving Commitment Increases may have identical terms to any of the Patriot ActTerm Loans or Incremental Revolving Credit Loans, as applicable, and be treated as the same Class as any of such Term Loans or Incremental Revolving Credit Loans, as applicable.

Incremental Facilities. The Borrower shall have (a) At any time from and after the right Closing Date, at the option of Borrowers (but subject to request increases the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or and the making of incremental term loans hereunder Maximum Revolver Amount not to exceed the Available Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental FacilityIncrease”) by providing written notice ). Agent shall invite each Lender to the Administrative Agent, which notice increase its Revolver Commitments (it being understood that no Lender shall be irrevocable once given; providedobligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, howeverand if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, that after giving effect then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to any such Incremental Facility the aggregate Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed at least $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersIn no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in consultation with no event shall the Borrower, shall manage all aspects aggregate amount of the syndication of such Incremental Facilities, including decisions as Increases to the selection Revolver Commitments exceed $25,000,000. (b) Each of the existing Lenders and/or other banks, financial institutions and other institutional lenders following shall be conditions precedent to be approached with respect to such increase or Incremental Term Loans any Increase of the Revolver Commitments and the allocations thereof among Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such existing Lenders and/or other banks(or prospective lenders), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 are satisfied, (iii) in connection with any such requested increase must be an Eligible Assignee andIncrease, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such new Lender is assuming Revolving Commitmentsother documentation as Agent shall reasonably request, must be subject in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board, and (iv) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined increased Revolver Commitments with respect to the Lenders’ respective interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margins (including floors) that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments is higher than the interest margins (including floors) applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which such margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto. (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment establishment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment new Revolver Commitments and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17Maximum Revolver Amount., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Parent Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) may by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering (as set forth below) elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “IncrementalNew Term Loan Commitments”), and/or (y) new tranches of revolving credit commitments (the “New Revolving Credit Commitments”; together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such matters lesser amount as reasonably requested (x) may be approved by the Administrative Agent; Required Lenders or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in all such Incremental FacilityTermNew Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent Borrower proposes that the Incremental TermNew Loan Commitments shall be effective, the Borrowers to which such New Loan Commitments will be available and the currency in which such New Loan Commitments will be borrowed. The Borrowers may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the Incremental TermNew Loan Commitments; provided that each existing Lender shall have the right of first refusalany Lender offered or approached to provide the Incremental Termall or a portion of the New Loan Commitments on a pro rata basis (but each such existing Lender will not have an obligation to provide any Incremental Term Loan Commitment). To the extent any existing Lenders decline to participate or fail to respond to such an offer to participate within ten (10) Business Days of written notice thereof, the Borrowers shall be entitled to seek Incremental Term Loan Commitments from any other any Person (other than a natural Person) (any such other Person, an “Additional Lender”; each such existing Lender or Additional Lender providing an Incremental Term Loan Commitment, an “Incremental Term Loan Lender”)may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Incremental TermNew Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Event of Default (except in connection with an acquisition or investment, no Event of Default under Section 11.1(a) or Section 11.1(e)) shall exist on such Increased Amount Date before or after giving effect to such Incremental TermNew Loan Commitments, as applicable, in (ii) the amount of such Revolving Lender’s Revolving Commitment Incremental TermNew Loan Commitments shall be effected pursuant to one or aggregate Term Loans at more Joinder Agreements executed and delivered by the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents Parent Borrower and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as and each of which shall be necessary recorded in the Register and shall be subject to the requirements set forth in Section ‎5.4(e), and (iii) the Borrowers shall make any payments required pursuant to Section ‎2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any commitmentsCommitments pursuant to this Section ‎2.14(a). Any IncrementalNew Term Loans made on an Increased Amount Date shall, at the election of the Parent Borrower and agreed to by Lenders providing such IncrementalNew Term Loan Commitments, be designated as (a) a separate series (a “Series”) of IncrementalNew Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. On and after the Administrative Agent Increased Amount Date, New Revolving Credit Commitments shall be designated a separate Class of New Revolving Credit Commitments for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to comply the satisfaction of the foregoing terms and conditions, each applicable Lender shall become a Lender with respect to the New Revolving Credit Commitment (each, a “know your customer” New Revolving Loan Lender”) and Anti-Money Laundering Lawsall matters relating thereto (and each Loan made under a New Revolving Credit Commitment, including without limitation, the Patriot Acta “New Revolving Credit Loan”).

Incremental Facilities. The Borrower shall have the right at any time to request (i) increases in the aggregate amount of the Revolving Commitments (a “Revolving Commitment Increase”), (ii) increases in the aggregate amount of any Class of Term Loans (a “Term Loan Increase”) or the making (iii) additional tranches of incremental term loans hereunder (an “Incremental Term Loans”Loan” and together with a Revolving Commitment Increase and a Term Loan Increase, and any such increase or Incremental Term Loans, each an “Incremental Facility”) ), in each case to be established under this Agreement, by providing written notice thereof to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of and Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase2,500,000,000. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereofthereof (or, in each case, in such lesser amounts as may be acceptable to the Administrative Agent and the Borrower). The ArrangersAdministrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental FacilitiesFacility so as to achieve a syndication of such Incremental Facility reasonably satisfactory to the Administrative Agent and the Borrower, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders lenders, in each case that would constitute an Eligible Assignee, to be approached with respect to any such increase or Incremental Term Loans Facility and the allocations thereof of any Incremental Facility among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment participate in any Incremental Facility or provide a new increased Revolving Commitment Commitments or Incremental Term LoansLoans hereunder, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline LenderAssignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving CommitmentsCommitment Increase) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j2.4(j) and Section 2.5(e) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. 5.4 as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and , unless such amount is waived by the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loansapplicable Lender. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (a) any Revolving Commitment Increase shall be on the same terms (other than arrangement, upfront or similar fees, which shall be determined by the Borrower and the lenders providing such Revolving Commitment Increase) as the existing Revolving Commitments in effect on the effective date of such Revolving Commitment Increase; (b) any Term Loan Increase shall be on the same terms (other than arrangement, upfront or similar fees, including any original issue discount, which shall be determined by the Borrower and the lenders providing such Term Loan Increase) as the existing Term Loans of the applicable Class in effect on the effective date of such Term Loan Increase; (c) with respect to any Incremental Term Loan: (xi) such Incremental Term Loan shall not mature earlier than the latest maturity date of the then-existing Classes of Term Loans and Revolving Commitments without the written consent of the Requisite Class Lenders of each earlier maturing Class, and the weighted average life to maturity of any Incremental Term Loan shall be no shorter than that of the then-existing Classes of Term Loans without the written consent of the Requisite Class Lenders of each shorter lived Class of then-existing Term Loans, (ii) the interest rate margins, fees (including any original issue discount), and, subject to clause (i), the maturity and amortization applicable to such Incremental Term Loan will be determined by the Borrower and the lenders providing such Incremental Term Loan and (iii) except as otherwise required or permitted in clauses (i) and (ii) above, all other terms of such Incremental Term Loan shall be as agreed by the Borrower and the lenders providing such Incremental Term Loan and, taken as a whole, shall not be materially more restrictive than the terms set forth in this Agreement (except for terms applicable only after the latest Termination Date in effect at the time of incurrence of such Incremental Term Loan); (d) such Incremental Facility shall (i) be established under this Agreement, (ii) rank pari passu in right of payment with the existing Revolving Commitments and Term Loans, (iii) be unsecured and (iv) not have any obligors other than the Loan Parties; (e) no Default or Event of Default shall be in existence on the effective date of such increase, Incremental Facility; (yf) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase Incremental Facility except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), ) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.6; and (zg) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member corporate or other necessary action taken by the Borrower to authorize such Incremental Facility increase and (B) all corporate, partnership, member corporate or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facilityincrease; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the Incremental Facility as reasonably requested by the Administrative Agent; and (iviii) except in the case of a Lender that has requested not to receive Notes, new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any such new Lenders participating in and replacement Notes executed by the Borrower, payable to any such Incremental Facilityexisting Lenders increasing their respective Revolving Commitments or Term Loans, as applicable, in each case, in the amount of such Revolving Lender▇▇▇▇▇▇’s Revolving Commitment or aggregate Term Loans Loans, as applicable, at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental FacilityFacility pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request including amendments or joinders to this Agreement (each, an “Incremental Amendment”) and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot ActAct and the Beneficial Ownership Regulation.

Incremental Facilities. The Borrower Pursuant to Section 2.22 of the Credit Agreement, on and as of the Increase Effective Date: (a) Each 2021 Incremental Lender hereby agrees that upon, and subject to, the occurrence of the Increase Effective Date, such 2021 Incremental Lender shall be deemed to be, and shall become, a “Term Lender” and a “Lender” for all purposes of, and subject to all the obligations of a “Term Lender” and a “Lender” under, the Amended Credit Agreement and the other Loan Documents. Each 2021 Incremental Lender shall have the right to request increases a 2021 Incremental Term Loan Commitment in the aggregate amount set forth opposite such 2021 Incremental Lender’s name on the Commitment Schedule in the table labelled “2021 Incremental Term Loan Commitments” (such commitment hereinafter referred to as the “2021 Incremental Term Loan Commitments”). Each Loan Party and the Administrative Agent hereby agree that from and after the Increase Effective Date, each 2021 Incremental Lender shall be deemed to be, and shall become, a “Term Lender” and a “Lender” for all purposes of, and with all of the Revolving Commitments or rights and remedies of a “Term Lender” and a “Lender” under, the making of incremental term loans hereunder Amended Credit Agreement and the other Loan Documents. (“b) Each 2021 Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice Lender hereby consents to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount incurrence of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and 2021 Incremental Term Loans shall be made at on the time terms and conditions set forth herein and agrees to make 2021 Incremental Term Loans to the Borrower requests such increase. Each such on the Increase Effective Date in a principal amount not to exceed its respective 2021 Incremental Facility must be an aggregate minimum amount Term Loan Commitment. (c) Notwithstanding anything to the contrary herein or in any Loan Document (including, for the avoidance of $25,000,000 and integral multiples of $5,000,000 doubt, any restrictions set forth in excess thereof. The ArrangersSection 2.22(a)(iv)), in consultation with the Borrower, shall manage all aspects incurrence of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or 2021 Incremental Term Loans and the allocations thereof among terms and conditions on which such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or 2021 Incremental Term Loans, and any new Lender becoming a party Loans are extended pursuant to this Agreement and the Amended Credit Agreement are expressly consented to by each 2021 Incremental Term Loan Lender and each Lender party hereto (in connection with any such requested increase must be their capacity as both an Eligible Assignee and, if such new Incremental Term Loan Lender is assuming Revolving Commitments, must be subject and a Lender to the consent extent applicable). (d) For the avoidance of each Issuing Bank and doubt, the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the 2021 Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than reduce the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized availability under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.Fixed Incremental Amount. |

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“their Incremental Term Loans”Loans or Revolving Commitments, as applicable, by executing and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice delivering to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Agents an Increased Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans Activation Notice specifying (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansFacility or Facilities involved, (ii) shall be equally the applicable Increased Facility Closing Date and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the applicable Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to amortization schedule for such Incremental Term Loans, which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier datecomply with Section 2.3(c), and (z) the Administrative Agent Applicable Margin for such Incremental Term Loans; provided, that (i) the interest rate margins with respect to (x) any Incremental Term Loans that have customary terms for senior secured term A loans (an “Incremental Term A Facility”) as determined by the board of directors of the Borrower in good faith based on the expected lenders, amortization, tenor and other material terms of such Incremental Term Loans, shall not be greater than the interest rate with respect to any Tranche A Term Loans plus 0.50% per annum unless the interest rate applicable to all Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Term A Facility does not exceed the interest rate applicable to all Tranche A Term Loans by more than 0.50% per annum and (y) any Incremental Term Loans that have received customary terms for senior secured term B loans (an “Incremental Term B Facility”), syndicated to institutional term loan investors, as determined by the board of directors of the Borrower in good faith based on the expected lenders, amortization, tenor and other material terms of such Incremental Term Loans, shall not be greater than the interest rate with respect to the Tranche B Term Loans plus 0.50% per annum, unless the interest rate applicable to the Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Term B Facility does not exceed the interest rate applicable to the Tranche B Term Loans by more than 0.50% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the followingIncremental Term Loans, in form and substance satisfactory the Tranche A Term Loans or the Tranche B Term Loans, as applicable, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent Lenders of the Guarantors thereto; (iii) an opinion of counsel to Tranche A Term Loans or the Borrower and Tranche B Term Loans, as applicable, or the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new Incremental Term A Facility or replacement Revolving Notes or Incremental Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental B Facility, as applicable, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term A Facility or Incremental Term B Facility, as applicable, includes an interest rate floor different than the interest rate floor applicable to the Term A Loans or the Term B Loans, as applicable, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or the Tranche B Term Loans, as applicable, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) the weighted Average life to maturity of (x) any Incremental Term A Facility shall be not shorter than the then remaining weighted average life to maturity of the Tranche A Term Loans and (y) any Incremental Term B Facility shall be not shorter than the then remaining weighted average life to maturity of the Tranche B Term Loans and (iv) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements, mortgage amendments, date-down endorsements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of such Revolving Lender’s Revolving Commitment or aggregate borrowings of Incremental Term Loans at and the time aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the effectiveness Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the applicable Borrower and the Administrative Agent (which consent shall not be unreasonably withheld; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of an Incremental Facility. In Term Loan to a Lender, an affiliate of a Lender or an Approved Fund) may elect to become a “Lender” under this Agreement in connection with any Incremental Facilitytransaction described in Section 2.24(a) shall execute a New Lender Supplement (each, any a “New Lender becoming Supplement”), substantially in the form of Exhibit I-3, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (1c) execute such documents and agreements as Unless otherwise agreed by the Administrative Agent may reasonably request and Agent, on each Increased Facility Closing Date with respect to the Revolving Facility, the Borrower shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (2) and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche then outstanding had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Lender that is organized under Eurodollar Loan borrowed pursuant to the laws of a jurisdiction outside preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the United States other Lenders in the same Eurodollar Tranche (or, until the expiration of Americathe then-current Interest Period, provide to the Administrative Agent, its name, address, tax identification number and/or such other information rate as shall be agreed upon between the Borrower and the relevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary for to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to comply with “know your customer” be unreasonably withheld) and Anti-Money Laundering Laws, including without limitation, furnished to the Patriot Actother parties hereto.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”Borrowers may, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent from time to time, which notice shall be irrevocable once given; providedelect to request prior to the Revolving Credit Maturity Date, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum one or more increases of the Revolving Credit Commitments plus the principal amount of Term Loans (including any such Incremental Term Loansincrease, a “Facility Increase”) shall and/or the establishment of revolving credit commitments under one or more new revolving credit tranches (any such revolving credit commitment, a “New Revolving Credit Commitment”; any Loan made in respect thereof, a “New Revolving Credit Loan”) in amounts that are (i) not exceed to exceed, in the aggregate for all Facility Increases and New Revolving Credit Commitments, $650,000,000. The allocation of 100,000,000 and (ii) individually not less than $20,000,000 (or any increase between lesser amount that is approved by the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 Administrative Agent) and integral multiples of $5,000,000 in excess thereofof that amount. The ArrangersEach such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrowers propose that the Facility Increase or New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or Affiliate of a Lender or other Eligible Assignee that is consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed) to whom the Borrowers propose any portion of such Facility Increase or New Revolving Credit Commitments be allocated (any such lender, a “New Revolving Credit Lender”) and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Facility Increase or New Revolving Credit Commitments may elect or decline, in consultation its sole discretion, to provide a portion of such Facility Increase or New Revolving Credit Commitments. Such Facility Increase or New Revolving Credit Commitments, as applicable, shall become effective as of such Increased Amount Date; provided that (1) no Event of Default shall exist on such Increased Amount Date before or after giving effect to such Facility Increase or New Revolving Credit Commitments, as the case may be, except, in the case of (x) a provision of any New Revolving Credit Loan in connection with a Permitted Acquisition or an Acquisition, to the extent such condition is omitted by the applicable Incremental Facility Joinder Agreement and (y) that the proceeds of such New Loans are being used to finance a Limited Condition Transaction, in which case no Event of Default under Sections 7.01(b), 7.01(c), 7.01 (g) or 7.01(h) shall exist on such Increased Amount Date before or after giving effect to such New Commitments; (2) such Facility Increase or New Revolving Credit Commitments, as applicable, shall be effected pursuant to one or more Incremental Facility Joinder Agreements executed and delivered by the Loan Parties to the Administrative Agent and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20; (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with such Facility Increase or New Revolving Credit Commitments, as applicable; (4) the Borrowers shall be in pro forma compliance with the BorrowerFinancial Covenant (disregarding whether a Testing Period is then in effect) after giving effect to such Facility Increase or New Revolving Credit Commitments, as applicable and the Revolving Credit Loans to be made thereunder and the application of proceeds therefrom as if made and applied on such date; (5) the interest rate margins, original issue discount, upfront fees (if any) and interest rate floors (if any) for any New Revolving Credit Loan shall manage all aspects be determined by Borrowers and the applicable Lender; provided that if the Yield in respect of any New Revolving Credit Loans exceeds the syndication of such Incremental Facilities, including decisions as Yield with respect to the selection of Revolving Credit Loans by more than 50 basis points, the existing Lenders and/or other banks, financial institutions and other institutional lenders Applicable Percentage with respect to the Revolving Credit Loans shall be approached automatically increased on the Increased Amount Date with respect to the Revolving Credit Loans so that the Yield for the Revolving Credit Loans is equal to the Yield with respect to such increase or Incremental Term New Revolving Credit Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee andminus 50 basis points; provided further that, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or Adjusted LIBO Rate in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) New Revolving Credit Loan includes a floor greater than the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay floor applicable to the Revolving Lenders amounts payableCredit Loan and such floor is greater than the Adjusted LIBO Rate in effect for a 3-month interest period at such time, if any, to such Revolving Lenders under Section 5.4. as a result excess amount (above the greater of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment floor and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (iisuch Adjusted LIBO Rate) shall be equally and ratably secured with equated to such interest rate for purposes of determining the applicable interest rate under such New Revolving Loans and Term Credit Loan; (6) any New Revolving Credit Loan shall have a Weighted Average Life to Maturity no shorter than that of the remaining Revolving Credit Loans, ; (iii7) in the case final maturity date of Incremental Term Loans, (x) any New Revolving Credit Loan shall not mature be no earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Revolving Credit Maturity Date, and ; (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the 8) all representations and warranties made or deemed made by in the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except in the case of a representation or warranty if already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) immediately prior to, and after giving effect to, such New Revolving Credit Loan on the effective date of such increase except date; provided that to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties date, they shall have been be true and correct in all material respects as of such earlier date; (except 9) the New Revolving Credit Loans shall be senior secured obligations and shall rank pari passu in right of security and payment with the Revolving Credit Loans; and (10) the Borrowers shall deliver or cause to be delivered any other documents reasonably requested by Administrative Agent in connection with any such transaction. Once any Facility Increase or New Revolving Credit Commitments shall become effective as of their respective Increased Amount Dates in accordance with this Section 2.24(a), extensions of credit may be made thereunder in accordance with the terms of the applicable Incremental Facility Joinder Agreement without any additional conditions thereto; provided that, with respect to each such extension of credit, each of the conditions set forth in Sections 4.02 shall be satisfied. Notwithstanding the foregoing, if the proceeds of any New Revolving Credit Loan will be used to consummate a Limited Condition Transaction, the condition set forth in clause (8) above that representations and warranties made in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty Loan Documents shall be true and correct in all respectsmaterial respects immediately prior to, and after giving effect to, such New Revolving Credit Loans on such date may instead be limited in accordance with the terms of the applicable Incremental Facility Joinder Agreement to the accuracy in all material respects of (i) on the representations and warranties made by the Loan Parties in Sections 3.01(a), 3.01(d), 3.02(a), 3.02(b)(i)(A), 3.03, 3.11(b), 3.12, 3.19, 3.22 and 3.26 and (ii) in the case of a Permitted Acquisition or an Acquisition that is a Limited Condition Transaction, any representations and warranties made by or with respect to the target, its Subsidiaries and respective businesses in the acquisition, sale or purchase documentation in connection with such Permitted Acquisition or an Acquisition as are material to the interests of the Lenders (in their capacities as such) but only to the extent that Holdings or any of its Affiliate has the right to terminate its obligations under the applicable acquisition, sale or purchase documentation or decline to consummate the applicable acquisition as a result of a breach of such earlier daterepresentation. (b) To the extent that the Facility Increase is being established on a date when Revolving Credit Commitments exist, subject to the satisfaction of the foregoing terms and conditions, (i) each of the then existing Revolving Credit Lenders, if any, shall assign to each of the Revolving Credit Lenders providing such Facility Increase, and each of such Revolving Credit Lenders shall purchase from each of such existing Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by all Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to such Facility Increase. (zc) the The Administrative Agent shall have received each notify Lenders promptly upon receipt of the followingBorrowers’ notice of each Increased Amount Date and in respect thereof the Facility Increase or the New Revolving Credit Commitments, in form as applicable, the Lenders providing such Facility Increase or New Revolving Credit Commitments and substance satisfactory their respective interests therein. (d) The terms and provisions of the New Revolving Credit Loans shall be identical to the Administrative Agent: (i) if not previously delivered to the Administrative AgentRevolving Credit Loans, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement except as the Administrative Agent deems otherwise reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed satisfactory to the Administrative Agent and permitted by this Section 2.24; provided that (x) any applicable Incremental Facility Joinder Agreement in respect of any New Revolving Credit Commitment may establish an additional letter of credit (any such letter of credit commitment, a “New L/C Commitment”; any Letter of Credit issued in respect thereof, a “New Letter of Credit”) or swingline subfacility (any such swingline commitment, a “New Swingline Commitment”; any Swingline Loan made in respect thereof, a “New Swingline Loan”) and (y) any New Revolving Credit Loans may have different terms that are effective after the Lenders covering Revolving Credit Maturity Date with respect to the Revolving Credit Loans. (e) Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Joinder Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the terms of the Facility Increase or New Revolving Credit Commitments evidenced thereby, and to increase the Applicable Percentage if, and to the extent, designated in the applicable Incremental Facility Joinder Agreement. Any such matters as reasonably requested deemed amendment may be memorialized in writing by the Administrative Agent; Agent with the Borrowers’ consent (not to be unreasonably withheld) and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide furnished to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actparties hereto.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”may, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent substantially in the form of Exhibit M hereto, and each Lender, elect to request, prior to the last day of the Revolving Period, an increase to the existing Commitments (any such increase, the “New Commitments”) by an amount with the consent of the Administrative Agent in its sole discretion and subject to any internal approvals, which would increase the Facility Amount up to $400,000,000. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be irrevocable once given; providedeffective and approved in writing by the Administrative Agent and (ii) the identity of each Lender or other Person (each, howeveran (b) On any Increased Amount Date on which New Commitments are effected, that subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Lenders shall assign to each of the Increasing Lenders, and each of the Increasing Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Advances Outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to any all such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any assignments and purchases, such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall Advances will be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the held by existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached Increasing Lenders ratably in accordance with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving their Commitments and after giving effect to the increase addition of Revolving Commitments) of any outstanding Revolving Loans, by making available such New Commitments to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansCommitments, (ii) each New Commitment shall be equally deemed, for all purposes, a Commitment and ratably secured with the Revolving Loans each Advance made thereunder (a “New Advance”) shall be deemed, for all purposes, an Advance and Term Loans, (iii) each new Lender shall become a Lender with respect to the Commitments and all matters relating thereto. (c) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (i) the New Commitments and the Increasing Lenders and (ii) in the case of Incremental Term Loanseach notice to any Lender, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Daterespective interests in such L▇▇▇▇▇’s Advances, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is each case subject to the following conditions precedent: assignments contemplated by this Section 2.21. (xd) no Default or Event The terms and provisions of Default the New Advances shall be in existence on identical to the effective date Advances. Each Assignment and Acceptance or each Joinder Supplement, as applicable, may, without the consent of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document Lenders, effect such amendments to which such Loan Party is a party shall this Agreement and the other Transaction Documents as may be true and correct in all material respects (except necessary or appropriate, in the case opinion of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken and consented to by the Borrower (such consent not to authorize such Incremental Facility and (B) all corporatebe unreasonably withheld), partnership, member or other necessary action taken by each Guarantor authorizing to effect the guaranty provisions of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.172.21., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments Company may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once givenrequest the establishment of Incremental Revolving Commitments and/or Incremental Term Commitments; provided, however, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum Incremental Commitments established hereunder shall not exceed US$1,000,000,000; provided further that, in the case of any Incremental Term Commitments, if the proceeds of the Revolving Commitments plus Incremental Term Loans thereunder shall, upon the funding thereof, be applied to prepay Term Loans, then, to the extent of the aggregate principal amount of the Term Loans (including any so prepaid, such Incremental Term Loans) Commitments shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments be subject to, and Incremental Term Loans shall be made at disregarded as usage in the time Borrower requests such increasecalculation of, the foregoing cap. Each such notice shall specify (i) the date on which the Company proposes that the Incremental Facility must Commitments shall be an aggregate minimum effective, and (ii) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangersthe Incremental Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects of the syndication of to provide such Incremental FacilitiesCommitment and (y) any Person that the Company proposes to become an Incremental Lender, including decisions as to the selection of the existing Lenders and/or other banksif such Person is not then a Lender, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming and must be reasonably acceptable to the Administrative Agent (and solely in the case of Incremental Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party ), in each case not to this Agreementbe unreasonably withheld, delayed or if any existing Lender is increasing its Revolving Commitmentconditioned and solely to the extent the consent of the Administrative Agent, such Lender shall on the date it becomes a Lender hereunder (Issuing Banks or in the Swingline Lender, as the case may be, would be required for an assignment to such Person pursuant to Section 10.04). (b) (i) The terms and conditions of an any Incremental Revolving Commitment and the Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the existing LenderRevolving Commitments and the existing Revolving Loans and other extensions of credit made thereunder, increases its Revolving Commitment) (and shall be treated as a condition thereto) purchase from single Class with such existing Revolving Commitments and existing Revolving Loans, it being understood that the Company, at its election, may pay upfront or other Lenders its fees in connection with the establishment of Incremental Revolving Commitment Percentage (determined Commitments without paying such fees with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of existing Revolving Commitments. (ii) The terms and conditions of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (i) any Incremental Term Loans shall be extensions of credit to the Company, shall be unsecured, shall rank pari passu in right of payment with the Revolving existing Term Loans and Term Loans, shall not be Guaranteed by any Person (other than the Subsidiary Guarantors) and (ii) except with respect to scheduled final maturity, weighted average life to maturity and effective yield and components thereof, including interest rate spreads, fees and premiums, (A) the terms of any Incremental Term Loans shall be equally and ratably secured with identical to those applicable to the Revolving other Term Loans and Term Loans, (iii) other than any such terms that are applicable only to periods after the latest Maturity Date in effect on the case date of the incurrence of such Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty any terms of such Incremental Facility; Term Loans that are more favorable to the Incremental Term Lenders than those contained in this Agreement and the other Loan Documents are then conformed (iior added) a supplement to this Agreement executed by or the Borrower, applicable other Loan Documents for the Administrative Agent and benefit of all the Lenders; provided that any Lender providing such Incremental Facility, which supplement Term Loans may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel contain mandatory prepayment requirements that are not applicable to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with the event any Incremental FacilityTerm Loans have the same terms as any existing Class of Term Loans then outstanding (disregarding any differences in original issue discount or upfront fees or scheduled amortization not affecting, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender or that is organized under the laws of a jurisdiction outside of the United States of America, provide are required to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitationpreserve, the Patriot Act.fungibility thereof for U.S.

Incremental Facilities. The 95 Syniverse Credit Agreement (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have the right right, at any time and from time to time after the Closing Date, (i) to request increases new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the commitments thereunder, the “Incremental Term Loan Commitments” and each a “New Term Facility”), (ii) to increase the existing Term Loans by requesting new term loan commitments to be added to an existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”); provided that in no event shall there be more than three (3) revolving facilities outstanding under this Agreement at any one time and (iv) to increase the existing Revolving Credit Facility by requesting new revolving credit commitments to be added to an existing Tranche of Revolving Credit Loans (the “Supplemental Revolving Commitments” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this Section 2.14 shall not exceed, at the time the respective Incremental Commitment becomes effective, the Maximum Incremental Facilities Amount and (ii) if the financial covenant set forth in Section 7.11 would be required to be tested on the date of Incurrence of any Incremental Commitment (in the case of any Incremental Revolving Commitments or and Supplemental Revolving Commitments being initially provided on any date of determination, as if Incurred in full on such date) if it were the making last day of incremental term loans hereunder (“Incremental Term Loans”a fiscal quarter, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice Borrower shall be irrevocable once given; provided, however, that in compliance with the financial covenant set forth in Section 7.11 on a Pro Forma Basis after giving effect to the Incurrence of any such Incremental Facility Commitments for the most recently ended four full fiscal quarters for which internal financial statements are available (or, if earlier, were required to be delivered pursuant to Section 6.02(a) or (b)). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Section 2.14 shall be in a minimum aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed at least $650,000,000. The allocation of any increase between the Revolving Commitments 15,000,000 and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders lesser amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actagree).

Incremental Facilities. (a) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of their Incremental Term Loans (an “Incremental Term Loan Facility”) or the USD Revolving Credit Commitments or the making of incremental term loans hereunder Multicurrency Revolving Credit Commitments (“Increased Revolving Credit Commitments”; together with any Incremental Term Loans”Loan Facility, and any such increase or Incremental Term Loans, an the “Incremental FacilityFacilities”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Increased Facility Activation Notice specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loansincrease, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loansapplicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (xA) shall not mature earlier than the applicable Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, (B) the amortization schedule for such Incremental Term Loans, and (iv) shall be treated substantially the same (and in any event not more favorably thanC) the Revolving Applicable Margin for such Incremental Term Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: ; provided that (xw) no Default or Event of Default exists or would exist after giving effect to such Incremental Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (x) the maturity date and Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be in existence on no earlier than (or the effective same as) the maturity date and Weighted Average Life to Maturity, respectively, of such increasethe Tranche A Term Loans, (y) the representations interest rates and warranties made or deemed made amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Parent Borrower and the lenders thereunder and (z) any other Loan Party in any Loan Document to which such Loan Party is a party Increased Revolving Credit Commitments shall be true on terms and correct pursuant to documentation applicable to the applicable Revolving Credit Facility (including the maturity date in all material respects (except respect thereof) and any Incremental Term Loan Facility shall be on terms and pursuant to documentation, to the extent such terms and documentation are not consistent with, in the case of a representation or warranty qualified by materiality or Material Adverse Effectan Incremental Term Loan Facility, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase Tranche A Term Loan Facility (except to the extent that such representations permitted by clause (x) and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsy) on and as of such earlier dateabove), and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: Agent (iincluding as to the identity of the New Lenders); provided that if the total yield (calculated for both the Incremental Term Loans and the existing Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below), but excluding any arrangement, structuring, syndication or other similar fees paid by the Parent Borrower) if in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity) by more than 0.50% per annum, the Applicable Margin for the existing Term Loans shall be increased so that the total yield in respect of such Incremental Term Loans is 0.50% per annum greater than the total yield for the existing Term Loans. Notwithstanding the foregoing, (1) without the consent of the Required Lenders, the aggregate amount of Incremental Term Loans and Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not previously delivered to exceed $100,000,000 and (2) without the consent of the Administrative Agent, copies certified by the Secretary or Assistant Secretary each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (Ab) all corporateAny additional bank, partnership, member financial institution or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporateentity which, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Parent Borrower and the GuarantorsAdministrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.28(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and addressed to the Administrative Agent same extent as if originally a party hereto and shall be bound by and entitled to the Lenders covering such matters as reasonably requested benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent; and (iv) new or replacement , on each Increased Facility Closing Date with respect to the applicable Revolving Notes or Term Notes executed by Credit Facility, the Borrower, payable to any Lenders Parent Borrower shall borrow Revolving Credit Loans under the relevant increased Revolving Credit Commitments from each Lender participating in such Incremental Facility, as applicable, the relevant increase in an amount determined by reference to the amount of such each Type of Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental FacilityCredit Loan (and, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of Term Benchmark Loans, of each Term Benchmark Tranche) which would then have been outstanding from such Lender if (i) each such Type or Term Benchmark Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Term Benchmark Tranche requested to be so borrowed or effected had been proportionately increased. The LIBO Rate and EURIBOR Rate applicable to any Lender that is organized under Term Benchmark Loan borrowed pursuant to the laws of a jurisdiction outside preceding sentence shall equal the LIBO Rate and EURIBOR Rate then applicable to the Term Benchmark Loans of the United States other Revolving Credit Lenders in the same Term Benchmark Tranche (or, until the expiration of Americathe then-current Interest Period, provide to the Administrative Agent, its name, address, tax identification number and/or such other information rate as shall be agreed upon between the Parent Borrower and the relevant Revolving Credit Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary for to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Parent Borrower’s consent (not to comply with “know your customer” be unreasonably withheld) and Anti-Money Laundering Laws, including without limitation, furnished to the Patriot Actother parties hereto.

Incremental Facilities. The Borrower shall have (a) At any time during the right period from and after the Closing Date through but excluding the date that is the three year anniversary of the Closing Date, at the option of Borrowers (but subject to request increases the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or and the making of incremental term loans hereunder Maximum Revolver Amount not to exceed the Available Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental FacilityIncrease”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given); provided, howeverthat in no event shall the Revolver Commitments and the Maximum Revolver Amount be increased by an amount in excess of the Available Increase Amount. Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by ▇▇▇▇▇▇▇▇▇, that after giving effect and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any such Incremental Facility the aggregate prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed at least $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 5,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersIn no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in consultation with no event shall the Borrower, shall manage all aspects aggregate amount of the syndication of such Incremental Facilities, including decisions as Increases to the selection Revolver Commitments exceed $15,000,000. (b) Each of the existing Lenders and/or other banks, financial institutions and other institutional lenders following shall be conditions precedent to be approached with respect to such increase or Incremental Term Loans any Increase of the Revolver Commitments and the allocations thereof among Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such existing Lenders and/or other banks(or prospective lenders), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (ii) Agent has obtained the written consent to such Increase from Term Loan Agent and Agent, (iii) If the FILO Term Loan has not been prepaid in full pursuant to Section 2.4(d)(ii) any prospective new lender, not already party thereto, has signed a joinder agreement to the Agreement Among Lenders,[reserved], (iv) each of the conditions precedent set forth in Section 3.2 are satisfied, (v) in connection with any such requested increase must be an Eligible Assignee andIncrease, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such new Lender is assuming Revolving Commitmentsother documentation as Agent shall reasonably request, must be subject in order to the consent of each Issuing Bank enable Agent and the Swingline Lender. If a new Lender becomes a party Lenders to this Agreementcomply with any of the requirements under Regulations T, U or if any existing Lender is increasing its Revolving Commitment, such Lender shall on X of the date it becomes a Lender hereunder Board of Governors, (or in the case of an existing Lender, increases its Revolving Commitmentvi) Borrowers have delivered to Agent updated pro forma Projections (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the 12 months (on a month-by-month basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase (calculated as if a Covenant Testing Period was in effect during the entire twelve month period), (vii) of any outstanding Revolving Loans, by making available The interest rate margins with respect to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by made pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable to Revolving Loans hereunder immediately prior to the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount (the “Increase Date”). Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such Lender, plus (B) the aggregate amount of payments previously made by amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.14, and (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Lenders under Section 2.4.(j) that have not been repaidLoans shall be deemed, plus (C) interest accrued and unpaid to and as of such date on such portion of unless the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if anycontext otherwise requires, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. include Revolving Loans made pursuant to any the increased Revolving Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a Revolver Commitment and prior to the Incremental Term Loans Increase Date (ithe “Pre-Increase Revolver Lenders”) shall rank pari passu assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) participation interests in the case Letters of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence Credit on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information Increase Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to comply with “know your customer” ensure and Anti-Money Laundering Laws, including without limitation, demonstrate that the Patriot ActLiens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”may, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent on one occasion, request Incremental Revolving Loan Commitments in an amount not to exceed $15,000,000 in the aggregate from one or more Incremental Revolving Lenders, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable to the Agent (which acceptance shall not unreasonably withheld or delayed), the Borrower and the Issuer. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility set forth (i) the aggregate amount of the sum of Incremental Revolving Loan Commitments being requested (which shall be a minimum amount $10,000,000), and (ii) the Revolving Commitments plus the principal amount of Term Loans (including any date on which such Incremental Term Loans) Revolving Loan Commitments are requested to become effective (which shall not exceed $650,000,000be less than 10 Business Days nor more than 30 days after the date of such notice). The allocation Borrower will first seek Incremental Revolving Loan Commitments from existing Lenders (each of any increase between the Revolving Commitments and Incremental Term Loans which shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 entitled to agree or decline to participate in excess thereof. The Arrangersits sole discretion) and, in consultation with the Borrowerif additional commitments are needed, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other from additional banks, financial institutions and other institutional lenders who will become Incremental Revolving Lenders in connection therewith. The Borrower and each Incremental Revolving Lender shall execute and deliver to the Agent an Incremental Revolving Loan Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Incremental Revolving Loan Commitment of each such Person. The terms and provisions of such Incremental Revolving Credit Commitments and Revolving Loans made under such Incremental Revolving Credit Commitments shall be approached with respect identical to such increase or those of the existing Revolving Loans. (b) The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Revolving Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Credit Commitment and Incremental Revolving Loans evidenced thereby, and the allocations thereof among such existing Lenders and/or other banks, financial institutions Agent and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to the Borrower may revise this Agreement in connection with any to evidence such requested increase must be an Eligible Assignee andamendments. (c) Notwithstanding the foregoing, if such new Lender is assuming no Incremental Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to Credit Commitment shall become effective under this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall Section 2.9 unless (i) on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenderseffectiveness, the conditions set forth in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that 5.2 have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment satisfied and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by an Authorized Officer of the followingBorrower, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the BorrowerAgent shall have received legal opinions, the Administrative Agent board resolutions and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as other closing certificates reasonably requested by the Administrative Agent; Agent and consistent with those delivered on the Closing Date under Section 5.1. (ivd) new or replacement Revolving Notes or Term Notes executed by Each of the parties hereto hereby agrees that the Agent may, in consultation with the Borrower, payable take any and all action as may be reasonably necessary to any Lenders participating in such Incremental Facilityensure that, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of upon the effectiveness of the applicable each Incremental Facility. In connection with any Revolving Loan Commitment, (i) Revolving Loans made under such Incremental Facility, any Lender becoming Revolving Credit Commitment are included in each Borrowing of outstanding Revolving Loans on a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request pro rata basis and (2ii) the Lender providing each Incremental Revolving Credit Commitment shares ratably in accordance with its Percentage in the case aggregate Revolving Loans, Swing Loans and Letter of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActCredit Outstandings then outstanding.

Incremental Facilities. The Borrower shall have (a) At any time during the right period from and after the Fifth Restatement Effective Date, at the option of Borrowers (but subject to request increases the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or and the making of incremental term loans hereunder Maximum Revolver Amount not to exceed the Available Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental FacilityIncrease”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given); provided, however, that after giving effect in no event shall the Revolver Commitments and the Maximum Revolver Amount be increased by an amount in excess of the Available Increase Amount. Agent may invite one or more Lenders to increase its Revolver Commitments (as the case may be) (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase and Agent or Borrowers may invite any such Incremental Facility the aggregate prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of least $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects . (b) Each of the syndication of such Incremental Facilities, including decisions as following shall be conditions precedent to the selection any Increase of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans Revolver Commitments and the allocations thereof among Maximum Revolver Amount in connection therewith: (i) Agent or Borrowers shall have obtained the commitment of one or more Lenders or other prospective lenders reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such existing Lenders and/or other banksor prospective lenders, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term LoansBorrowers, and any new Lender becoming Agent have signed a party joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders or prospective lenders, Borrowers, and Agent are party, (ii) each of the conditions precedent set forth in Section 3.2 shall be satisfied (or waived in accordance with the terms of this Agreement), (iii) in connection with any such requested increase must be an Eligible Assignee andIncrease, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall have delivered to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such new Lender is assuming Revolving Commitmentsother documentation as Agent shall reasonably request, must be subject in order to the consent of each Issuing Bank enable Agent and the Swingline Lender. If a new Lender becomes a party Lenders to this Agreementcomply with any of the requirements under Regulations T, U or if any existing Lender is increasing its Revolving Commitment, such Lender X of the Federal Reserve Board, (iv) Borrowers shall on the date it becomes a Lender hereunder have delivered to Agent updated pro forma Projections (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitmentsapplicable Increase) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other LendersLoan Parties and their Subsidiaries, in same day funds, an amount equal and (v) The terms applicable to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lendermade pursuant to the increased Revolver Commitments (but not including upfront fees, plus (Barrangement fees, underwriting, or other similar fees) shall be identical to the aggregate amount of payments previously made by the terms applicable to all other Revolving Lenders Loans made under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion this Agreement immediately before the effectiveness of the outstanding principal amount of increased Revolver Commitments and the Maximum Revolver Amount (meaning, among other things, that the Revolving Loans made pursuant to such increased Revolver Commitments shall not be made as a separate tranche, shall bear interest on the same terms and at the same rate as all other Revolving Loans. The Borrower , and shall pay be subject to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. same mandatory prepayments and Maturity Date as a result of the prepayment of any such all other Revolving Loans. , with it being the express intention of all parties thereto that all Revolving Loans made pursuant to any increased Revolver Commitments be treated the same as all other Revolving Commitment Loans made hereunder). Any Increase Joinder may, with the consent of Agent, Borrowers and the Incremental Term Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.14. (c) [Reserved]. (d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (ie) Each of the Lenders having a Revolver Commitment before the Increase Date (the “Pre-Increase Revolver Lenders”) shall rank pari passu assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) participation interests in the case Letters of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence Credit on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information Increase Date as shall be necessary for so that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (f) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to comply with “know your customer” ensure and Anti-Money Laundering Laws, including without limitation, demonstrate that the Patriot ActLiens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

Incremental Facilities. The Borrower shall have (a) At any time after the right Closing Date and from time to request increases in time prior to the aggregate amount of Maturity Date, this Agreement may be amended (or amended and restated) to give effect to (i) an increase to the Aggregate US Revolving Commitments and/or Aggregate Foreign Revolving Commitments on the same terms and conditions as the existing Aggregate US Revolving Commitments or the making of incremental Aggregate Foreign Revolving Commitments, as applicable and (ii) additional commitments to make term loans hereunder to be structured as a separate term loan tranche (“Incremental Term Loans”, and any each such increase or Incremental Term Loans, to the Aggregate US Revolving Commitments and/or establishment of a new tranche of term loans being referred to herein as an “Incremental Facility” and all such increases being referred to collectively herein as the “Incremental Facilities”) to be made to the Parent or the Foreign Borrowers by providing a written notice amendment to this Agreement, in form and substance acceptable to the Administrative Agent, which notice by and among the Parent, the Foreign Borrowers (in the case of an increase in the Aggregate Foreign Revolving Commitments), the US Guarantors, the Foreign Guarantors (in the case of an increase in the Aggregate Foreign Revolving Commitments), the Administrative Agent and each Person (including any then existing Lender) that shall agree to provide any portion of such Incremental Facility (but without the consent of any other Lender), and each such Person that shall not already be irrevocable once givena Lender shall, at the time such amendment becomes effective, (x) qualify as an Eligible Assignee and (y) become a Lender with the same effect as if it had already been a Lender under this Agreement with a US Revolving Commitment or Foreign Revolving Commitment, as applicable, and/or term loans set forth in such agreement (each an “Incremental Facility Amendment”); provided, however, that: (A) the aggregate principal amount of all such Incremental Facilities effected after the Closing Date pursuant to this Section 2.16 shall not exceed $150,000,000; provided, that after giving effect to any such Incremental Facility increase in the aggregate amount of Aggregate Foreign Revolving Commitments, the sum of the Aggregate Foreign Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any 50,000,000, (B) each such increase between the Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16 shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate in a minimum amount of $25,000,000 5,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Arrangers, in consultation with , (C) the Borrower, Parent shall manage all aspects have delivered to the Administrative Agent: (1) a certificate of each Loan Party dated as of the syndication date of such increase signed by a Responsible Officer of such Loan Party (x) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions Facility and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or y) in the case of an existing Lenderthe Parent, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments certifying that, before and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made of each Loan Party contained in Article VI or deemed made by the Borrower and any other Loan Party Document, or which are contained in any Loan Document to which such Loan Party is a party document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except in on and as of the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase increase, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties they shall have been be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier datedate and no Default exists (assuming a Borrowing of the entire Incremental Facility in respect of any applicable increases to the Revolving Commitments), (2) such amendments, and (z) supplements or joinders to the Collateral Documents as the Administrative Agent shall have received each may request to cause the Collateral Documents to secure the Obligations after giving effect to such Incremental Facility, and (3) customary opinions of legal counsel to the followingLoan Parties, in form and substance satisfactory addressed to the Administrative Agent: Agent and each Lender (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such including each Person providing an Incremental Facility and (B) all corporateCommitment), partnership, member or other necessary action taken by each Guarantor authorizing dated as of the guaranty effective date of such Incremental Facility; , (iiD) a supplement to this Agreement executed by the Borrower, the Administrative Agent and no Commitment of any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with shall be increased without the consent of the Guarantors thereto; such Lender, (iiiE) an opinion all fees and expenses owing in respect of counsel to the Borrower and the Guarantors, and addressed such increase to the Administrative Agent and the Lenders covering such matters as reasonably requested by shall have been paid, (F) the Parent shall have delivered to the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the Borrower, payable to incurrence of any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time Facility (assuming a Borrowing of the effectiveness entire Incremental Facility in respect of any applicable increases to the Revolving Commitments) and the concurrent retirement of any Indebtedness of the applicable Incremental Facility. In connection with Parent or any Incremental FacilitySubsidiary, any Lender becoming a party hereto shall (1) execute such documents the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the most recent fiscal quarter of the Parent for which the Loan Parties have delivered financial statements pursuant to Section 7.01(a) or (b) (or, with respect to any Incremental Facility closing after the Closing Date and agreements as on or before the Administrative Agent may reasonably request date the Compliance Certificate is delivered for the fiscal quarter ending June 30, 2014, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 for the fiscal quarter ending June 30, 2014 on a Pro Forma Basis using the financial statements of the Parent and its Subsidiaries for the four fiscal quarter period ending March 31, 2014), and (2) the Consolidated Leverage Ratio recomputed as of the end of the most recent fiscal quarter of the Parent for which the Loan Parties have delivered financial statements pursuant to Section 7.01(a) or (b) (or, with respect to any Incremental Facility occurring or closing after the Closing Date and on or before the date the Compliance Certificate is delivered for the fiscal quarter ending June 30, 2014, the financial statements of the Parent and its Subsidiaries for the four fiscal quarter period ending March 31, 2014) would not exceed 0.25:1.0 less than maximum Consolidated Total Leverage Ratio permitted by Section 8.11(a) as of the end of the fiscal quarter in which such Incremental Facility is effective, (G) in the case of any Lender an Incremental Facility that is organized under structured as a separate term loan tranche: (1) the laws final maturity date of a jurisdiction outside such Incremental Facility shall be no earlier than the latest Maturity Date hereunder or, if later, the maturity date of any Incremental Facility then in effect, (2) the weighted average life to maturity of such Incremental Facility shall not be shorter that the weighted average life to maturity of the United States Term Loan or any previously effected Incremental Facility structured as a separate term loan tranche (in each case without giving effect to any prepayments thereof ), (3) the interest rate margin and, subject to the limitations set forth above, the final maturity and the weighted average life to maturity applicable to any such Incremental Facility shall be determined at the time such Incremental Facility is made available to the applicable Borrower by the Lenders providing such Incremental Facility, (4) such Incremental Facility shall share ratably in any prepayments of Americathe Term Loan pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Loan or any previously effected Incremental Facility structured as a separate term loan tranche) and shall have ratable voting rights as the Term Loan (or otherwise provide for more favorable voting rights for the then outstanding Term Loan or any previously effected Incremental Facility structured as a separate term loan tranche)) and (5) subject to the limitations set forth above, provide all other terms applicable to any such Incremental Facility, if not consistent with the existing Term Loan or any previously effected Incremental Facility structured as a separate term loan tranche, must be more favorable to the Loan Parties or otherwise acceptable to the Administrative Agent. (H) Upon the establishment pursuant to this Section 2.16 of an Incremental Facility in the form of an increase to the Domestic Revolving Commitments, its nameeach Domestic Revolving Lender (each, addressan “Assigning Lender”) will concurrent with the establishment of such Incremental Facility automatically and without further act be deemed to have assigned (which assignments shall not be subject to the requirements set forth in Section 11.06(b)) to each Lender providing a portion of such Incremental Facility (each, tax identification number and/or an “Incremental Lender”), and each such other information as Incremental Lender will automatically and without further act be deemed to have assumed, a portion of such Assigning Lender’s outstanding Domestic Revolving Loans and participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Incremental Facility and each such deemed assignment and assumption of outstanding Revolving Loans and participations, each Domestic Revolving Lender shall hold Domestic Revolving Loans and participations hereunder in Letters of Credit and Swing Line Loans (including each such Revolving Facility Incremental Lender) equal to such Lender’s Applicable Percentage. (b) The Incremental Facilities and credit extensions thereunder shall constitute Commitments and Credit Extensions under, and shall be necessary for entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Lenders hereby authorize the Administrative Agent to comply enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, such Incremental Facility Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order to establish Incremental Facilities on terms consistent with “know your customer” and Anti-Money Laundering Laws, including without limitation, and/or to effect the Patriot Actprovisions of this Section 2.16. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment.

Incremental Facilities. The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,0001,000,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each the Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. The Borrower shall have the right at any time to request (i) increases in the aggregate amount of the Revolving Commitments any Class of Term Loans or the making (ii) additional tranches of incremental term loans hereunder (such increased existing Term Loans and new tranches of Term Loans, each, an “Incremental Term LoansLoan”, and any each such increase or Incremental Term Loansfacility, an “Incremental Facility”) ), to be established under this Agreement, by providing written notice thereof to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase700,000,000. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereofthereof (or, in each case, in such lesser amounts as may be acceptable to the Administrative Agent and the Borrower). The ArrangersAdministrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental FacilitiesFacility so as to achieve a syndication of such Incremental Facility reasonably satisfactory to the Administrative Agent and the Borrower, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase or Incremental Term Loans Facility and the allocations thereof of any Incremental Facility among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment participate in any Incremental Facility or provide a new Revolving Commitment or Incremental increased Term LoansLoans hereunder, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving LoansAssignee. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (a) with respect to any Incremental Term Loan: (xi) such Incremental Term Loan shall not mature earlier than the latest maturity date of the then-existing Classes of Term Loans without the written consent of the Requisite Class Lenders of each earlier maturing Class, and the weighted average life to maturity of any Incremental Term Loan shall be no shorter than that of the then-existing Classes of Term Loans without the written consent of the Requisite Class Lenders of each shorter lived Class of then-existing Term Loans, (ii) the interest rate margin applicable to such Incremental Term Loan will be determined by the Borrower and the lenders providing such Incremental Term Loan and (iii) except as otherwise required or permitted in clauses (i) and (ii) above, all other terms of such Incremental Term Loan shall be as agreed by the Borrower and the lenders providing such Incremental Term Loan and, taken as a whole, shall not be materially more restrictive than the terms set forth in this Agreement (except for terms applicable only after the latest Termination Date in effect at the time of incurrence of such Incremental Term Loan); (b) such Incremental Facility shall (i) be established under this Agreement, (ii) rank pari passu in right of payment with the existing Term Loans, (iii) be unsecured and (iv) not have any obligors other than the Loan Parties; (c) no Default or Event of Default shall be in existence on the effective date of such increase, Incremental Facility; (yd) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase Incremental Facility except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), ) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.6; and (ze) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member corporate or other necessary action taken by the Borrower to authorize such Incremental Facility increase and (B) all corporate, partnership, member corporate or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facilityincrease; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the Incremental Facility as reasonably requested by the Administrative Agent; and (iviii) except in the case of a Lender that has requested not to receive Notes, new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any such new Lenders participating in and replacement Notes executed by the Borrower, payable to any such Incremental Facility, as applicable, existing Lenders increasing their respective Term Loans in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental FacilityFacility pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request including amendments or joinders to this Agreement (each, an “Incremental Amendment”) and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot ActAct and the Beneficial Ownership Regulation.

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right amount of their Commitments (any such new or increased Commitments, “Incremental Commitments”) by executing and delivering to request increases the Administrative Agent an Increased Facility Activation Notice specifying (x) the amount of such Incremental Commitments and (y) the applicable Increased Facility Closing Date (which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as shall be agreed by the Administrative Agent)); provided that (i) with respect to any Increased Facility Closing Date, the Incremental Commitments shall be in a minimum amount of $10,000,000 and (ii) the aggregate amount of Incremental Commitments obtained after the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice Closing Date pursuant to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) this Section 2.24 shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders125,000,000. No Lender shall be obligated have any obligation to participate in any way whatsoever increase described in this paragraph unless it agrees to increase do so in its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loanssole discretion, and the Borrower shall have no obligation to offer to any new Lender becoming the opportunity to so participate. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower, the Issuing Lender and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a party to “Lender” under this Agreement in connection with any transaction described in Section 2.24(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit I-2, whereupon such requested increase must be an Eligible Assignee andbank, if such new financial institution or other entity (a “New Lender”) shall become a Lender is assuming Revolving Commitments, must be subject for all purposes and to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed or otherwise directed by the Administrative Agent, or if any existing Lender is increasing its Revolving Commitmenton each Increased Facility Closing Date, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for shall (i) effect a settlement of all outstanding Revolving Loans among the account of such other Lenders, in same day funds, an amount equal Lenders that will reflect the adjustments to (A) the portion Total Commitments of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving applicable Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment Incremental Commitments and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) notify the Lenders of the occurrence of the Incremental Commitments to be effected on the Increased Facility Closing Date. (d) It shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior a condition precedent to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting availability of any Incremental Facility under this Section is subject to the following conditions precedent: Commitments that (xi) no Default or Event of Default shall have occurred and be in existence on continuing immediately prior to and immediately after giving effect to the effective date making of such increaseIncremental Commitments, (yii) the representations and warranties made or deemed made by the Borrower and any other Loan Party set forth in any each Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty or, if qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), the Increased Facility Closing Date immediately prior to and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory immediately after giving effect to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty making of such Incremental Facility; (ii) a supplement Commitments, except to this Agreement executed by the Borrowerextent expressly made as of an earlier date, the Administrative Agent in which case they shall be so true and any Lender providing correct as of such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; earlier date and (iii) the Borrower shall have delivered such customary legal opinions, board resolutions, secretary’s certificate, officer’s certificate and other documents, in each case consistent with those delivered 87 (e) On each Increased Facility Closing Date, the fixed dollar portions of any Availability-based thresholds hereunder shall be increased by an opinion of counsel amount proportional to the Borrower and the Guarantorsincrease, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicableif any, in the amount of Total Commitments above the Total Commitments in effect on the Closing Date effected by the Incremental Commitments on such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActIncreased Facility Closing Date.

Incremental Facilities. The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; providedrequest (i) during the Revolving Commitment Period, howeverthe establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Loan Commitments, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum Incremental Commitments established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank) (such approvals not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, no Incremental Commitment may be established during the Default Period. (a) The terms and conditions of any Incremental Revolving Commitment and Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments plus and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that, if the principal amount Borrower determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, as the case may be. The terms and conditions of any Incremental Term Loan Commitments and the Incremental Term Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (i) (A) no Incremental Term Loan Maturity Date in respect of any Incremental Tranche A Term Loans shall be earlier than the latest Maturity Date in respect of any other TLA Term Loans in effect on the date of incurrence of such Incremental Tranche A Term Loans and (B) no Incremental Term Loan Maturity Date in respect of any Incremental Term Loans (including any other than Incremental Tranche A Term Loans) shall be earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans, (ii) (A) the weighted average life to maturity of any Incremental Tranche A Term Loans shall be no shorter than the longest remaining weighted average life to maturity of any other Class of TLA Term Loans outstanding on the date of incurrence of such Incremental Tranche A Term Loans (and, for purposes of determining the weighted average life to maturity of any such other Class of Term Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded) and (B) the weighted average life to maturity of any Incremental Term Loans (other than Incremental Tranche A Term Loans) shall not exceed $650,000,000. The allocation be no shorter than the longest remaining weighted average life to maturity of any increase between other Class of Term Loans outstanding on the Revolving Commitments date of incurrence of such Incremental Term Loans (and, for purposes of determining the weighted average life to maturity of any such other Class of Term Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this clause (ii), the amortization schedule applicable to (and the effect thereon of any prepayments of) any Incremental Term Loans shall be made at determined by the time Borrower requests such increase. Each such and the applicable Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersLenders, in consultation with (iii) the BorrowerWeighted Average Yield, shall manage all aspects determined as of the syndication date of incurrence of such Incremental FacilitiesTerm Loans, including decisions shall not be greater than (A) in the case of any Incremental Tranche A Term Loans, the Weighted Average Yield with respect to the Tranche A Term Loans and (B) in the case of any Incremental Term Loans (other than Incremental Tranche A Term Loans), the Weighted Average Yield with respect to the Tranche B Term Loans, in each case determined as of such date (giving effect to any amendments to the Weighted Average Yield on the Tranche A Term Loans or Tranche B Term Loans, as applicable, that became effective subsequent to the Closing Date but prior to such date, but excluding the effect of any increase in interest margins with respect thereto pursuant to this clause (iii)), plus 0.50% per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar Rate and Base Rate floors) with respect to the Tranche A Term Loans or Tranche B Term Loans, as applicable, is increased, or fees to Lenders then holding the Tranche A Term Loans or Tranche B Term Loans, as applicable, are paid, so as to cause (x) the selection of Weighted Average Yield with respect to the existing Lenders and/or other banks, financial institutions and other institutional lenders Tranche A Term Loans to be approached equal the Weighted Average Yield with respect to such increase or Incremental Tranche A Term Loans and minus 0.50% or (y) the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined Weighted Average Yield with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Tranche B Term Loans to be purchased by such Lender, plus (B) equal the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, Weighted Average Yield with respect to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (iother than Incremental Tranche A Term Loans) minus 0.50%, as applicable, provided that any increase in the effective Weighted Average Yield with respect to the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, due to the application of an Adjusted Eurodollar Rate or Base Rate floor to any Incremental Term Loans shall be effected solely through an increase in the Adjusted Eurodollar Rate or Base Rate floor applicable to the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, and only to the extent an increase in such floor with respect to the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, would cause an increase in the interest rate then in effect with respect thereto, (iv) Incremental Term Loans may participate in any mandatory prepayments on a pro rata basis (or on a basis that is less than pro rata) with the other Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the other Term Loans, (v) any Incremental Commitments and any Loans thereunder shall rank pari passu in right of payment payment, and shall be secured by the Collateral on an equal and ratable basis, with the Revolving Loans other Commitments and Term Loans, (ii) and shall be equally extensions of credit to the Borrower that are Guaranteed only by the Credit Parties and ratably secured (vi) except for the terms referred to above and subject to Section 2.23(c), to the extent the terms of any Incremental Term Loans (other than interest rates (whether fixed or floating), interest margins, benchmark rate floors, fees, original issue discounts and prepayment terms (including “no call” terms and other restrictions thereon) and premiums) are not consistent with the Revolving Loans and Term Loans, (iiiA) in the case of any Incremental Tranche A Term Loans, those of the Tranche A Term Loans and (B) in the case of any Incremental Term Loans (other than Incremental Tranche A Term Loans), those of the Tranche B Term Loans, in each case, as in effect on the date of incurrence of such Incremental Term Loans, such differences shall be reasonably acceptable to the Administrative Agent (except for terms benefitting the Incremental Term Lenders (x) shall not mature earlier than where this Agreement is amended to include such beneficial terms for the benefit of all Lenders (or, in the case of any Incremental Tranche A Term Loans, all Lenders holding TLA Term Loans and or Revolving Commitments) or (y) applicable only to periods after the latest Maturity Date in effect as of the date of incurrence of such Incremental Term Loans). In the event any Incremental Term Loans have the same terms as any existing Class of Term Loans then outstanding or any Extended/Modified Term Loans or Refinancing Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), such Incremental Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Term Loans or such Extended/Modified Term Loans or Refinancing Term Loans, and the scheduled Installments set forth in Section 2.11 with respect to any such Class of Term Loans may be increased to reflect scheduled amortization of such Incremental Term Loans. (b) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving Pro Forma Effect to such Incremental Commitments (and assuming that the full amount of such Incremental Commitments shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Datebeen funded as Loans on such date), and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) use of proceeds thereof, no Default or Event of Default shall have occurred and be in existence on the effective date of such increase, (y) continuing or would result therefrom and the representations and warranties made or deemed made by of each Credit Party set forth in the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of a any such representation or and warranty qualified by materiality or Material Adverse Effectthat specifically relates to an earlier date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); provided that, in the case of Incremental Term Loan Commitments established to finance, in whole or in part, a Limited Conditionality Transaction, the conditions set forth in this clause (i) may be tested in accordance with Section 1.5 to the extent agreed by the Borrower and the Incremental Lenders providing such Incremental Term Loan Commitments, all as set forth in the applicable Incremental Facility Agreement, (zii) the Administrative Agent shall have received each a certificate, dated the date of effectiveness thereof and signed by an Authorized Officer of the followingBorrower, confirming compliance with the conditions set forth in form and substance satisfactory to the Administrative Agent: clause (i) above and, if not previously such Incremental Term Loan Commitments or any portion thereof are being established in reliance on clause (b) of the definition of the term “Incremental Amount”, setting forth a reasonably detailed calculation of the Incremental Amount under such clause, (iii) the Borrower shall make any payments required to be made pursuant to Section 2.17(c) in connection with such Incremental Commitments and the related transactions under this Section 2.23 and (iv) the Borrower shall have delivered to the Administrative AgentAgent such legal opinions, copies certified board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and in connection with any Lender providing such transaction. Each Incremental FacilityFacility Agreement may, which supplement may include without the consent of any Lender, effect such amendments to this agreement Agreement and the other Credit Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; , to give effect to the provisions of this Section 2.23, including any amendments necessary to treat the applicable Incremental Term Loan Commitments and Incremental Term Loans as a new Class of Commitments and Loans hereunder (iv) including for purposes of prepayments and voting (it being agreed that such new or replacement Revolving Notes or Term Notes executed by Class of Commitments and Loans may be included in the Borrowerdefinitions of “Majority in Interest”, payable to any Lenders participating in such Incremental Facility“Pro Rata Share”, “Requisite Lenders” and, as applicable, “Requisite Tranche A/Revolving Lenders” and may be afforded class voting rights requiring the consent of Lenders under such Class in the amount addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such Revolving Lender’s Revolving Commitment new Class of Commitments and Loans to be extended under Section 2.24 or aggregate Term Loans at the time of refinanced under Section 2.25). (c) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) in the case of an Incremental Term Loan Commitment, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Credit Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender that is organized under already has a Revolving Commitment, shall increase) the laws Revolving Commitment of a jurisdiction outside such Incremental Lender and (B) the Total Revolving Commitments shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the United States term “Revolving Commitment”. For the avoidance of Americadoubt, provide upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Pro Rata Shares of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (d) On the date of effectiveness of any Incremental Revolving Commitments: (i) the aggregate principal amount of the Revolving Loans (the “Existing Revolving Borrowings”) outstanding immediately prior to the effectiveness of such Incremental Revolving Commitments shall be deemed to be repaid, (ii) each Incremental Revolving Lender shall pay to the Administrative AgentAgent in same day funds an amount equal to the difference, its nameif positive, address, tax identification number and/or between: (A) the product of (1) such other information Lender’s Pro Rata Share of the applicable Class (calculated after giving effect to such effectiveness) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as shall be necessary for hereinafter defined) and (B) the product of (x) such Lender’s Pro Rata Share of the applicable Class (calculated without giving effect to such effectiveness) multiplied by (y) the aggregate principal amount of the Existing Revolving Borrowings, (iii) after the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitationreceives the funds specified in clause (ii) above, the Patriot Act.Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the difference, if positive, between: (A) the product of (1) such Lender’s Pro Rata Share of the applicable Class (calculated without giving effect to such effectiveness) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Pro Rata Share of the applicable Class (calculated after giving effect to such effectiveness) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the effectiveness of such Incremental Revolving Commitments, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Period

Incremental Facilities. The Borrower shall have (a) At any time after the right Closing Date and from time to request increases in time prior to the aggregate amount Maturity Date, this Agreement may be amended (or amended and restated) at the election of the Parent to give effect to (i) an increase to the Aggregate Domestic Revolving Commitments and/or Aggregate Foreign Revolving Commitments on the same terms and conditions as the existing Aggregate Domestic Revolving Commitments or the making of incremental Aggregate Foreign Revolving Commitments, as applicable and (ii) additional commitments to make term loans hereunder to be structured as a separate term loan tranche (“Incremental Term Loans”, and any each such increase or Incremental Term Loans, to the Aggregate Domestic Revolving Commitments and/or establishment of a new tranche of term loans being referred to herein as an “Incremental Facility” and all such increases being referred to collectively herein as the “Incremental Facilities”) to be made to the Parent or the Foreign Borrowers by providing a written notice amendment to this Agreement, in form and substance acceptable to the Administrative Agent, which notice by and among the Parent, the Foreign Borrowers (in the case of an increase in the Aggregate Foreign Revolving Commitments), the Administrative Agent and each Person (including any then existing Lender) that shall agree to provide any portion of such Incremental Facility (but without the consent of any other Lender), and each such Person that shall not already be irrevocable once givena Lender (each, an “Augmenting Lender”) shall, at the time such amendment becomes effective, (x) qualify as an Eligible Assignee and (y) become a Lender with the same effect as if it had already been a Lender under this Agreement with a Domestic Revolving Commitment or Foreign Revolving Commitment, as applicable, and/or term loans set forth in such agreement (each an “Incremental Facility Amendment”); provided, however, that: (A) the aggregate principal amount of all such Incremental Facilities effected after the Closing Date pursuant to this Section 2.16 shall not exceed $250,000,000; provided, that after giving effect to any such Incremental Facility increase in the aggregate amount of Aggregate Foreign Revolving Commitments, the sum of the Aggregate Foreign Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any 500,000,000, (B) each such increase between the Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16 shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate in a minimum amount of $25,000,000 5,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Arrangers, in consultation with , (C) the Borrower, Parent shall manage all aspects have delivered to the Administrative Agent: (1) a certificate of each Loan Party dated as of the syndication date of such increase signed by a Responsible Officer of such Loan Party (x) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions Facility and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or y) in the case of an existing Lenderthe Parent, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments certifying that, before and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made of each Loan Party contained in Article VI or deemed made by the Borrower and any other Loan Party Document, or which are contained in any Loan Document to which such Loan Party is a party document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except or, in the case of a any representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase increase, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties they shall have been be true and correct in all material respects (except or, in the case of a any representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier datedate and no Default exists (assuming a Borrowing of the entire Incremental Facility, including in respect of any applicable increases to the Revolving Commitments), (2) such amendments, and (z) supplements or joinders to the Collateral Documents as the Administrative Agent shall have received each may request to cause the Collateral Documents to secure the Obligations after giving effect to such Incremental Facility, and (3) customary opinions of legal counsel to the followingLoan Parties, in form and substance satisfactory addressed to the Administrative Agent: Agent and each Lender (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such including each Person providing an Incremental Facility and (B) all corporateCommitment), partnership, member or other necessary action taken by each Guarantor authorizing dated as of the guaranty effective date of such Incremental Facility; , (iiD) a supplement to this Agreement executed by the Borrower, the Administrative Agent and no Commitment of any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with shall be increased without the consent of the Guarantors thereto; such Lender, (iiiE) an opinion all fees and expenses owing in respect of counsel to the Borrower and the Guarantors, and addressed such increase to the Administrative Agent and the Lenders covering shall have been paid, (F) the Parent shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of any such matters Incremental Facility (assuming a Borrowing of the entire Incremental Facility in respect of any applicable increases to the Revolving Commitments) and the concurrent retirement of any Indebtedness of the Parent or any Subsidiary, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as reasonably requested of the end of the most recent fiscal quarter of the Parent for which the Loan Parties have delivered financial statements pursuant to Section 7.01(a) or (b) (or, with respect to any Incremental Facility closing after the Closing Date and on or before the date the Compliance Certificate is delivered for the fiscal quarter ending June 30, 2018, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 for the fiscal quarter ending June 30, 2018 on a Pro Forma Basis using the financial statements of the Parent and its Subsidiaries for the four fiscal quarter period ending March 31, 2018), and (2) the Consolidated Net Leverage Ratio recomputed as of the end of the most recent fiscal quarter of the Parent for which the Loan Parties have delivered financial statements pursuant to Section 7.01(a) or (b) (or, with respect to any Incremental Facility occurring or closing after the Closing Date and on or before the date the Compliance Certificate is delivered for the fiscal quarter ending June 30, 2018, the financial statements of the Parent and its Subsidiaries for the four fiscal quarter period ending March 31, 2018) would not exceed 0.25:1.00 less than maximum Consolidated Net Leverage Ratio permitted by Section 8.11(a) as of the end of the fiscal quarter in which such Incremental Facility is effective, in each case, including after giving effect to any Adjusted Covenant Period, (G) in the case of an Incremental Facility that is structured as a separate term loan tranche: (1) the final maturity date of such Incremental Facility shall be no earlier than the latest Maturity Date hereunder or, if later, the maturity date of any Incremental Facility then in effect, (2) the weighted average life to maturity of such Incremental Facility shall not be shorter that the weighted average life to maturity of any previously effected Incremental Facility structured as a separate term loan tranche (without giving effect to any prepayments thereof), (3) the interest rate margin and, subject to the limitations set forth above, the final maturity and the weighted average life to maturity applicable to any such Incremental Facility shall be determined at the time such Incremental Facility is made available to the applicable Borrower by the Administrative Agent; Lenders providing such Incremental Facility, (4) such Incremental Facility shall share ratably in any prepayments of the other Incremental Facilities made as term loans pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding previously effected Incremental Facility structured as a separate term loan tranche) and shall have ratable voting rights as the other Incremental Facilities made as term loans (ivor otherwise provide for more favorable voting rights for the then outstanding previously effected Incremental Facility structured as a separate term loan tranche)), and (5) new or replacement Revolving Notes or Term Notes executed by subject to the Borrowerlimitations set forth above, payable all other terms applicable to any Lenders participating in such Incremental Facility, if not consistent with any previously effected Incremental Facility structured as applicablea separate term loan tranche (if any), must be more favorable to the Loan Parties or otherwise acceptable to the Administrative Agent. (H) Upon the establishment pursuant to this Section 2.16 of an Incremental Facility in the amount form of an increase to the Domestic Revolving Commitments, each Domestic Revolving Lender (each, an “Assigning Lender”) will concurrently with the establishment of such Revolving Incremental Facility, automatically and without further act be deemed to have assigned (which assignments shall not be subject to the requirements set forth in Section 11.06(b)) to each Lender providing a portion of such Incremental Facility (each, an “Incremental Lender”), and each such Incremental Lender will automatically and without further act be deemed to have assumed, a portion of such Assigning Lender’s outstanding Domestic Revolving Commitment or aggregate Term Loans at and participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Incremental Facility and each such deemed assignment and assumption of outstanding Revolving Loans and participations, each Domestic Revolving Lender shall hold Domestic Revolving Loans and participations hereunder in Letters of Credit and Swing Line Loans (including each such Revolving Facility Incremental Lender) equal to such Lender’s Applicable Percentage. (b) The Incremental Facilities and credit extensions thereunder shall constitute Commitments and Credit Extensions under, and shall be entitled to all the time benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, such Incremental Facility Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order to establish Incremental Facilities on terms consistent with and/or to effect the provisions of this Section 2.16. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the applicable each Incremental Facility. Facility Amendment. (c) In connection with any Incremental FacilityFacility pursuant to this Section 2.16, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including without limitation, the Patriot Act.

Incremental Facilities. The (a) At any time or from time to time after the Closing Date, the Borrower shall have may by written notice to the right Administrative Agent elect to request (i) prior to the Latest Maturity Date of any Revolving Credit Facility, (A) one or more increases to the existing Revolving Credit Commitments and/or (B) the establishment of one or more new revolving credit commitments (any such increase or new commitment, the “New Revolving Credit Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Commitments”). Each New Revolving Credit Commitment and New Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 individually (or such lesser amount which shall be approved by Administrative Agent or such lesser amount if such amount represents all remaining availability under the limit set forth in the next sentence), and integral multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, (i) the aggregate amount of the New Revolving Credit Commitments and New Term Commitments shall not exceed the greater of (A) $30,000,000 plus, in the case of a New Revolving Credit Commitment or New Term Commitment that serves to effectively extend the maturity of any Revolving Credit Facility or Term Loan Facility, an additional amount of New Revolving Credit Commitments or New Term Commitments equal to the making of incremental term loans hereunder (“Incremental Commitments or Term Loans”Loans under the Revolving Credit Facility or Term Loan Facility to be replaced with such New Revolving Credit Commitment or New Term Commitment, as applicable, and (B) an amount such that the First Lien Leverage Ratio is no greater than 3.00 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and, in each case, assuming that the Loans available under any New Revolving Credit Commitment or any New Term Loans are secured on a first lien basis (whether or not so secured) and, with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such increase or Incremental Term LoansNew Revolving Credit Commitment). Each such notice shall specify (A) the date (each, an “Incremental FacilityIncreased Amount Date”) by providing written on which the Borrower proposes that the New Revolving Credit Commitments or New Term Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount identity of payments previously made by each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as Borrower proposes any portion of such date on New Revolving Credit Commitments or New Term Commitments, as applicable, be allocated and the amounts of such allocations; provided that (x) any Lender approached to provide all or a portion of the outstanding principal amount of such New Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payableCredit Commitments or New Term Commitments may elect or decline, if anyin its sole discretion, to such provide a New Revolving Credit Commitment or a New Term Commitment (it being understood that there is no obligation to approach any existing Lenders under Section 5.4. as a result of the prepayment of to provide any such New Revolving Loans. Revolving Loans made pursuant to any increased Revolving Credit Commitment and the Incremental or New Term Loans (iCommitment) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have no amortization or otherwise be permitted consented (such consent not to be prepaid prior unreasonably withheld) to the such Person’s providing such New Revolving Credit Commitments or New Term Loan Maturity Commitments if such consent would be required under Section 10.07 for an assignment of Loans or Commitments to such Person. Such New Revolving Credit Commitments or New Term Commitments shall become effective as of such Increased Amount Date, and ; provided that (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x1) no Default or Event of Default shall exist on such Increased Amount Date after giving effect to such New Revolving Credit Commitments or New Term Commitments, as applicable, (2) after giving effect to the making of any New Term Loans or effectiveness of New Revolving Credit Commitments, the conditions set forth in Sections 4.02(a) and 4.02(c) shall be satisfied, (3) the Borrower and its Restricted Subsidiaries shall be in existence Pro Forma Compliance with the covenants set forth in Section 7.10 after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment), as applicable, (4) the New Revolving Credit Commitments or New Term Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and the Administrative Agent, each of which shall be recorded in the Register, and each New Revolving Credit Lender and New Term Lender shall be subject to the requirements set forth in Section 10.15, (5) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments or New Term Commitments, if applicable, and (6) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected through an increase to any existing Revolving Credit Commitments, subject to the effective date satisfaction of the foregoing terms and conditions, (a) each of the relevant Revolving Credit Lenders shall assign to each of the New Revolving Credit Lenders, and each of the New Revolving Credit Lenders shall purchase from each of the relevant Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by such existing Revolving Credit Lenders and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such increaseNew Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Credit Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) Any New Term Loans or New Revolving Credit Loans effected through the establishment of one or more new revolving credit commitments or new Term Loans made on an Increased Amount Date shall be designated a separate Class of New Term Loans or New Revolving Credit Loans, as applicable, for all purposes of this Agreement. On any Increased Amount Date on which any New Term Commitments of any Class are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Lender of such Class shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment of such Class (it being understood that any New Term Loan Facility may provide for delayed draw term loans to be made at a later date) and (ii) each New Term Lender of such Class shall become a Lender hereunder with respect to the New Term Commitment of such Class and the New Term Loans of such Class made pursuant thereto. On any Increased Amount Date on which any New Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments, subject to the satisfaction of the foregoing terms and conditions, (i) each New Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (when borrowed, a “New Revolving Credit Loan”) in an amount equal to its New Revolving Credit Commitment of such Class and (ii) each New Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the New Revolving Credit Commitment of such Class and the New Revolving Credit Loans of such Class made pursuant thereto. Notwithstanding the foregoing, New Term Loans may, subject to clause (e) below, have identical terms to the Term Loans and be treated as the same Class as the Term B Loans. (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the representations Class of New Revolving Credit Commitments and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date New Revolving Credit Lenders of such increase except to Class or the extent that such representations Class of New Term Commitments and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as New Term Lenders of such earlier date)Class, as applicable, and (z) in the Administrative Agent shall have received case of each notice to any Revolving Credit Lender with respect to an increase in the Revolving Credit Commitments, the respective interests in such Revolving Credit Lender’s Revolving Credit Commitments, in each case subject to the assignments contemplated by clause (b) of this Section 2.14. (e) The terms and provisions of the followingNew Term Loans and New Term Commitments or the New Revolving Credit Loans and New Revolving Credit Commitments, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.case may be, together with the consent of the Guarantors thereto; (iii) an opinion of counsel to any Class shall be as agreed between the Borrower and the Guarantors, and addressed to the Administrative Agent and the New Term Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement New Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental FacilityCredit Lenders, as applicable, in the amount of providing such Revolving Lender’s Revolving Commitment or aggregate New Term Loans at and New Term Commitments or such New Revolving Credit Loans and New Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not consistent to the Term B Loans or Revolving Credit Loans, as applicable, shall be reasonably satisfactory to Administrative Agent. In any event: (i) the Weighted Average Life to Maturity of all New Term Loans of any Class shall be no shorter than the Weighted Average Life to Maturity of the Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence); (ii) the effectiveness Maturity Date of any Class of New Revolving Credit Commitments and New Revolving Credit Loans shall be no earlier than the maturity of the other Revolving Credit Commitments and will require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of any then existing Revolving Credit Commitments; (iii) all material terms of any New Revolving Credit Commitments and New Revolving Credit Loans applicable Incremental Facility. In connection with any Incremental Facilityprior to the Latest Maturity Date shall be substantially identical to such existing Revolving Credit Commitments and the Revolving Credit Loans other than as set forth in Section 2.14(e)(ii), any Lender becoming a party hereto shall (vi), (vii) and (viii); provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) execute such documents the borrowing and agreements as repayment (except for (A) payments of interest and fees at different rates on New Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Administrative Agent may reasonably request Maturity Date of any original Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to New Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(l) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, New Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted, in its sole discretion, to permanently repay and terminate commitments of any such Class on better than a pro rata basis as compared to any other Class with a later Maturity Date than such Class and (4) assignments and participations of New Revolving Credit Commitments and New Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to the other Revolving Credit Commitments and Revolving Credit Loans. Any New Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the Revolving Credit Commitments prior to the Increased Amount Date; provided at no time shall there be Revolving Credit Commitments hereunder (including New Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three (3) different Maturity Dates. (iv) the Maturity Date of any Class of the New Term Loans shall be no earlier than the maturity of the Term B Loans; (v) the New Term Loans will share ratably in right of prepayment with the Term Loans pursuant to Section 2.05(b) or otherwise; provided that the New Term Loans may, as the Borrower and the New Term Lenders may determine in their sole discretion, be afforded lesser payments; (vi) the yield applicable to the New Term Loans or New Revolving Credit Loans of each Class shall be determined by the Borrower and the New Term Lenders or the New Revolving Credit Lenders, as applicable, and shall be set forth in each applicable Joinder Agreement; provided, however, that in the case of any Lender New Revolving Credit Commitments and New Term Commitments that is organized under are secured equally and ratably with the laws of a jurisdiction outside existing Facilities, and incurred prior to the second anniversary of the United States of AmericaClosing Date, provide the yield applicable to such New Term Loans or New Revolving Credit Loans (after giving effect to all margin, interest rate floors, upfront fees or original issue discount payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) with respect to such New Term Loans or such New Revolving Credit Loans) shall not be greater than the yield with respect to Term B Loans or existing Revolving Credit Loans, as applicable (including any margin, interest rate floors, upfront fees or original issue discount paid and payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) to the Administrative AgentLenders hereunder), its nameplus 50 basis points per annum unless the interest rate with respect to the Term B Loans or existing Revolving Credit Loans, addressas applicable, tax identification number and/or is increased so as to cause the then applicable yield on the Term B Loans or existing Revolving Credit Loans, as applicable (including any margin, interest rate floors, upfront fees or original issue discount paid and payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) to the Lenders hereunder) to equal the yield then applicable to the New Term Loans or New Revolving Credit Loans, as applicable (after giving effect to all margin, interest rate floors, upfront fees or original issue discount payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) with respect to such other information as New Term Loans) minus 50 basis points; provided that customary arrangement, commitment, structuring, underwriting and any amendment fees payable to the Arrangers (or their respective affiliates) or one or more arrangers of new Facilities under this Section 2.14 shall be necessary for excluded; provided, further, that if such New Term Loans or New Revolving Credit Loans include an interest rate floor greater than that applicable to the Administrative Agent Term B Loans or existing Revolving Credit Loans, such excess amount shall be equated to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, interest margin to the Patriot Act.extent an increase in

Incremental Facilities. (a) The Parent Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”may, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative AgentAgent at any time prior to the Maturity Date, request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which notice may include any existing Lender, it being understood each existing Lender shall be irrevocable once givenhave no obligation to participate in any Incremental Facility) willing to provide such Incremental Term Loans and/or Incremental Revolving Loans, as the case may be; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such each Incremental Term Loans) shall Lender and/or Incremental Revolving Lender, if not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borroweralready a Lender hereunder, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent approval of each the Administrative Agent and, in the case of Incremental Revolving Lenders only, the Issuing Bank and the Swingline LenderLender (which approval shall, in either case, not be unreasonably withheld). If Such notice shall set forth (i) the amount of the Incremental Term Loans and/or Incremental Revolving Commitments being requested (which shall be (x) with respect to Incremental Term Loans, in minimum increments of $50,000,000, (y) with respect to Incremental Revolving Commitments, in minimum increments of $10,000,000 or (z) equal to the remaining Incremental Amount), (ii) the date, which shall be a new Lender becomes Business Day, on which such Incremental Term Loans are requested to be made and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”) pursuant to an Incremental Facility Activation Notice, (iii) whether such Incremental Term Loans and/or Incremental Revolving Commitments are to be loans on the same terms as the outstanding Term Loans and/or Revolving Commitments or loans with terms different from the outstanding Term Loans and/or Revolving Commitments, (iv) the use of proceeds for such Incremental Term Loan and/or Incremental Revolving Commitment and (v) pro forma financial statements demonstrating compliance on a party pro forma basis with the financial covenants set forth in Sections 6.10 and 6.11 after giving effect to this Agreement, or such Incremental Term Loan and/or Incremental Revolving Commitments and the Loans to be made thereunder and the application of the proceeds therefrom (including by giving pro forma effect to any Permitted Acquisition including aggregate consideration in excess of $20,000,000 financed thereby) as if any existing Lender is increasing its Revolving Commitment, such Lender shall made and applied on the date it becomes a of the most-recent financial statements of the Parent Borrower delivered pursuant to Section 5.01. (b) The Borrowers and each Incremental Term Lender hereunder (or in and/or Incremental Revolving Lender shall execute and deliver to the case Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loans of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its such Incremental Term Lender and/or Incremental Revolving Commitment Percentage of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; provided that (i) the proceeds of any Incremental Facilities shall be used for general corporate purposes of the Parent Borrower and its Subsidiaries (including acquisitions and investments permitted under Section 6.04), (ii) the maturity date of any Incremental Term Loan shall be no earlier than the Maturity Date, (iii) the weighted average life to maturity of any Incremental Term Loan shall be no shorter than the weighted average life to maturity of the existing Term Facility, (iv) the maturity date or commitment reduction date of any Incremental Revolving Loan shall be no earlier than the Maturity Date and such Incremental Revolving Facility shall not require any scheduled commitment reductions prior to the Maturity Date, (v) the Incremental Revolving Facilities shall share ratably in any mandatory prepayments of the existing Revolving Loans, (vi) if the initial yield over the applicable base rate (such calculation for both the Incremental Facility and the applicable Facility, to include the upfront fees, any interest rate floors and any OID (as defined below) but excluding any arrangement, underwriting or similar fee paid to the Administrative Agent or the Commitment Parties) in respect of any Incremental Term Loans and/or Incremental Revolving Commitments exceeds the initial yield for the existing applicable Facility by more than ¼ of 1% (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing applicable Facility shall be increased so that the initial yield in respect of such Incremental Term Loans and/or Incremental Revolving Commitments is no more than ¼ of 1% higher than the initial yield for the existing applicable Facility. All terms and documentation with respect to any Incremental Facility which differ from those with respect to the Lenders’ respective Revolving Commitments and after giving effect to Loans under the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available existing applicable Facility shall be reasonably satisfactory to the Administrative Agent for (except to the account extent permitted by clauses (ii), (iii), (iv) and (vi) above). The Administrative Agent shall promptly notify each Lender as to the effectiveness of such other Lenders, in same day funds, an amount equal to (A) the portion each Incremental Assumption Agreement. Each of the outstanding principal amount parties hereto hereby agrees that, upon the effectiveness of such Revolving Loans to any Incremental Assumption Agreement, this Agreement shall be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay amended to the Revolving Lenders amounts payable, if any, extent (but only to such Revolving Lenders under Section 5.4. as a result the extent) necessary to reflect the existence and terms of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans and/or Incremental Revolving Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan may be made and no Incremental Revolving Commitment shall become effective under this Section 2.24 unless (i) on the date on which such Loan is made or of such effectiveness, the conditions set forth in Section 4.02 shall rank pari passu in right be satisfied by the Incremental Term Lender and /or Incremental Revolving Lender, as applicable, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the President or the Chief Financial Officer or Treasurer of payment with the Revolving Loans and Term Loanseach Borrower, (ii) the Administrative Agent shall be equally have received legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Assumption Agreement and consistent with those delivered on the Sixth Amendment and Restatement Effective Date under Section 4.01 and such additional documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans and/or Incremental Revolving Loans are secured by the Collateral and guaranteed by the Loan Parties ratably secured with the Revolving Loans and Term existing Loans, (iii) the Parent Borrower and its Subsidiaries would be in compliance with the case of financial covenants set forth in Sections 6.10 and 6.11 on a pro forma basis after giving effect to such Incremental Term Loans, (x) shall not mature earlier than Loans and/or Incremental Revolving Commitments and the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to made thereunder and the Term Loan Maturity Dateapplication of the proceeds therefrom as if made and applied on such date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred and be in existence continuing on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to on which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation made or warranty qualified by materiality is effective or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except after giving effect to the extent that Incremental Term Loans and/or Incremental Revolving Loans requested to be made on such representations and warranties expressly relate solely to an earlier date date. (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsd) on and as of such earlier date), and (z) the Administrative Agent shall have received each Each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party parties hereto shall (1) execute such documents and agreements as hereby agrees that the Administrative Agent may take any and all action as may be reasonably request necessary to ensure that all Incremental Term Loans and/or Incremental Revolving Loans, when originally made, are included in each borrowing of outstanding Term Loans or Revolving Loans on a pro rata basis, and (2) in the case Borrower agrees that Section 2.19 shall apply to any conversion of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Eurocurrency Loans to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for ABR Loans reasonably required by the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Lawseffect the foregoing. For the avoidance of doubt, including without limitation, it is understood that the Patriot ActRevolving Facility shall be increased in an amount equal to the aggregate Incremental Revolving Commitments.

Incremental Facilities. The Borrower shall have may by written notice to Administrative Agent elect to request, prior to the right Revolving Commitment Termination Date, an increase to request increases the existing Revolving Commitments in an aggregate amount not to exceed $125,000,000 during the term of this Agreement100,000,000 following the Second Amendment Effective Date (any such increase, the “New Revolving Loan Commitments”); provided, that the aggregate amount of New Revolving Loan Commitments shall not result in the Revolving aggregate Commitments exceeding the “ABL Cap Amount” under (and as defined in) the ABL Intercreditor Agreement or cause any similar limit under any other intercreditor agreement to be exceeded. Each such notice shall specify (A) the making of incremental term loans hereunder date (“Incremental Term Loans”, and any such increase or Incremental Term Loanseach, an “Incremental FacilityIncreased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent or such shorter period of time as consented to by providing written notice Administrative Agent (B) the amount of the New Revolving Loan Commitments (which amount shall be at least $5,000,000) and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Borrower proposes any portion of such New Revolving Loan Commitments be allocated and the amounts of such allocations; provided that Administrative Agent may elect or decline to arrange such New Revolving Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Revolving Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment; provided, further, that, if the consent of the Administrative Agent, which notice each Issuing Bank and each Swing Line Lender would be required pursuant to the terms of Section 10.07, each Lender and other Person that the Borrower proposes to become a New Revolving Loan Lender must be reasonably acceptable to Administrative Agent, each Issuing Bank and each Swing Line Lender (the consent of each of the Administrative Agent, each Issuing Bank and each Swing Line Lender not to be unreasonably withheld, conditioned or delayed). Such New Revolving Loan Commitments shall be irrevocable once givenbecome effective, as of such Increased Amount Date; providedprovided that (1) no Specified Event of Default shall exist at the time of, however, that or result after giving effect to, such Increased Amount Date by giving effect to any such Incremental Facility New Revolving Loan Commitments; (2) the aggregate amount of the sum of the New Revolving Loan Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 effected 154 pursuant to one or more Joinder Agreements executed and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the delivered by Borrower, the New Revolving Loan Lender, and Administrative Agent, and each of which shall manage all aspects of be recorded in the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions Register and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No each New Revolving Loan Lender shall be obligated subject to the requirements set forth in Section 3.01(3); (3) Borrower shall make any way whatsoever payments required pursuant to increase its Section 3.04 in connection with the New Revolving Commitment Loan Commitments; and (4) Borrower shall deliver or provide a new Revolving Commitment cause to be delivered any legal opinions, mortgage amendments (including updated and increased title insurance amount), notes or Incremental Term Loans, and any new Lender becoming a party to this Agreement other documents reasonably requested by Administrative Agent in connection with any such requested increase must be an Eligible Assignee andtransaction. On any Increased Amount Date on which New Revolving Loan Commitments are effected, if such new Lender is assuming Revolving Commitments, must be subject to the consent satisfaction of the foregoing terms and conditions, (a) each Issuing Bank of the Revolving Loan Lenders shall assign to each of the New Revolving Loan Lenders, and each of the Swingline Lender. If a new Lender becomes a party to this AgreementNew Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, or if any existing Lender is increasing its Revolving Commitmentat the principal amount thereof (together with accrued interest), such Lender shall on the date it becomes a Lender hereunder (or interests in the case of an Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lender, increases its Revolving Commitment) (Loan Lenders and as a condition thereto) purchase from the other New Revolving Loan Lenders its Revolving Commitment Percentage (determined ratably in accordance with respect to the Lenders’ respective their Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account addition of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such New Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay Loan Commitments to the Revolving Lenders amounts payableCommitments, if any, to such (b) each New Revolving Lenders under Section 5.4. as Loan Commitment shall be deemed for all purposes a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans each Loan made thereunder (i) shall rank pari passu in right of payment with the a “New Revolving Loans and Term Loans, (iiLoan”) shall be equally deemed, for all purposes, a Revolving Loan and ratably secured (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loans Loan Commitment and Term Loansall matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders, and (iiiz) in the case of Incremental Term each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior in each case subject to the Term Loan Maturity Date, assignments contemplated by this Section 2.15. The terms and (iv) provisions of the New Revolving Loans shall be treated substantially the same (and in any event not more favorably than) identical to the Revolving Loans; provided that if the Borrower determines to increase the Applicable Margin or fees payable in respect of the New Revolving Loan Commitments, such increase shall be permitted if the Applicable Margin or fees payable in respect of all Revolving Commitments and Revolving Loans shall be increased to equal such Applicable Margin or fees payable in respect of the New Revolving Loan Commitments; provided further that the Borrower at its election may pay arrangement, upfront or closing fees with respect to any New Revolving Loan Commitments without paying such fees with respect to the existing Revolving Commitments. Effecting any Incremental Facility New Revolving Loan Commitments shall become Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely Agreement pursuant to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Administrative Agent and any each New Revolving Loan Lender providing such Incremental FacilityNew Revolving Loan Commitments and the Administrative Agent. Such amendment may, which supplement may include without the consent of any other Loan Party, Agent or Lender, effect such amendments to this agreement Agreement and the other Loan Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an reasonable opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering Borrower, to effect the provisions of this Section 2.15. In 155 connection with any such matters as amendment, Borrower shall, if reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed , deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Borrower, payable Administrative Agent in order to any Lenders participating in ensure that such Incremental Facility, as applicable, in New Revolving Loan Commitments are provided with the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness benefit of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot ActLoan Documents.

Incremental Facilities. (a) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall have make, obtain or increase the right to request increases in the aggregate amount of the their Incremental Term Loans or Revolving Commitments or the making of incremental term loans hereunder (any such increased Revolving Commitments, “Incremental Term Loans”, Revolving Commitments” and any facility under which such increase Incremental Term Loans or Incremental Term LoansRevolving Commitments are made available, an “Incremental Facility”) by providing written notice to the Administrative Agent), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loansapplicable, by making available executing and delivering to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to Additional Credit Extension Amendment specifying (Ai) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment increase and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term LoansFacility or Facilities involved, (ii) shall be equally the applicable Incremental Facility Closing Date and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (w) the applicable Incremental Term Maturity Date, (x) shall not mature earlier than the amortization schedule for such Incremental Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Applicable Margin for such Incremental Term Loan Maturity DateLoans; provided, and that: (iv) shall be treated substantially the same (and in any event not more favorably thanA) the aggregate principal amount (or committed amount, if applicable) of all Incremental Term Loans and Incremental Revolving Loans. Effecting Commitments, together with the aggregate principal amount of any Permitted Incremental Facility under this Section is subject to Equivalent Debt and the following conditions precedent: outstanding principal amount (or committed amount, if applicable) of any Term Loans or Revolving Commitments, shall not exceed $500,000,000 (such amount, the “Incremental Cap”); (B) (x) with respect to any Incremental Term Loans being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, no Default or Event of Default has occurred and is continuing as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition or (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to any Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments pursuant thereto), no Default or Event of Default has occurred and is continuing or shall result therefrom; (C) the Parent Borrower shall be in existence compliance, as of any Incremental Facility Activation Date, on a pro forma basis (including giving pro forma effect to the effective date applicable Additional Credit Extension Amendment (including the making of any Incremental Term Loans and any Incremental Revolving Commitments thereunder (and assuming, in the case of any Additional Credit Extension Amendment with respect to Incremental Revolving Commitments that such increasecommitments are fully drawn) and any Permitted Acquisition made with the proceeds thereof)), with the financial covenants set forth in Section 7.1, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available; (yD) each of the representations and warranties made or deemed made by the Borrower and any other Loan Party in any or pursuant to the Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (except in the case of a that any representation or warranty which is already qualified by as to materiality or by reference to Material Adverse Effect, in which case such representation or warranty Effect shall be true and correct in all respects) on (x) with respect to Incremental Term Loans being incurred to finance a Limited Conditionality Acquisition, as of the effective date of execution and delivery of the applicable acquisition, merger or similar agreement governing such increase except to acquisition (provided that, if agreed by the extent that Lenders providing such Incremental Term Loans, then at the written election of the Parent Borrower, the only representations and warranties expressly relate solely that shall be required to be true and correct shall be those as are customarily required to be so true and correct in an earlier date acquisition subject to limited conditionality (in which case such representations and warranties shall have been be required to be true and correct in all material respects (except in as of the case of applicable Incremental Facility Activation Date, unless stated to relate to a representation or warranty qualified by materiality or Material Adverse Effectspecific earlier date, in which case case, such representation representations and warranties shall be required to be so true and correct in all material respects as of such earlier date)) or warranty (y) otherwise, as of the applicable Incremental Facility Activation Date, immediately prior to and after giving effect to the applicable Additional Credit Extension Amendment (including the making of any Incremental Term Loans or Incremental Revolving Commitments (or Revolving Loans in respect thereof) pursuant thereto), in each case, unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all respects) on and material respects as of such earlier date; (E) the weighted average life to maturity of any Incremental Term Facility shall be no earlier than the weighted average life to maturity of the Term Facility; (F) all Incremental Term Loans and any Revolving Loans made in respect of Incremental Revolving Commitments shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and the Revolving Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party; (G) except with respect to pricing and fees or as otherwise set forth in this Section 2.25(a), and (z) all terms of any Incremental Term Facility, if not consistent with the Administrative Agent applicable existing Term Facility, shall have received each of the following, in form and substance be reasonably satisfactory to the Administrative Agent: ; provided that each Incremental Term Facility shall share ratably in any prepayments of the applicable Term Facility unless the Parent Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments; (iH) if not previously delivered any Incremental Revolving Commitments and the Revolving Loans in respect thereof shall be pursuant to the terms hereof otherwise applicable to the Revolving Facility and such Incremental Revolving Commitments shall become Revolving Commitments under this Agreement after giving effect to such Additional Credit Extension Amendment; (I) without the consent of the Administrative Agent, copies certified (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than five Incremental Facility Closing Dates may be selected by the Secretary or Assistant Secretary of Parent Borrower after the Closing Date; and (AJ) all corporate, partnership, member or other necessary action taken no Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) [Reserved]. (c) Unless otherwise agreed by the Administrative Agent, on each Incremental Facility Closing Date with respect to the Revolving Facility, each Borrower shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in an amount determined by reference to authorize the amount of each Type of Loan of such Borrower (and, in the case of Eurocurrency Loans, of each Eurocurrency Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurocurrency Tranche had been borrowed or effected by such Borrower on such Incremental Facility Closing Date and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement the aggregate amount of each such Type or Eurocurrency Tranche requested to this Agreement executed be so borrowed or effected by such Borrower had been proportionately increased. The Eurocurrency Rate applicable to any Eurocurrency Loan borrowed pursuant to the Borrower, preceding sentence shall equal the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments Eurocurrency Rate then applicable to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent Eurocurrency Loans of the Guarantors thereto; other Lenders in the same Eurocurrency Tranche (iii) an opinion or, until the expiration of counsel to the then-current Interest Period, such other rate as shall be agreed upon between the Parent Borrower and the Guarantorsrelevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Incremental Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and addressed to terms of the Incremental Term Loans or Revolving Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; Parent Borrower and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide furnished to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actparties hereto.

Incremental Facilities. The Borrower shall have (a) At any time during the right period from and after the Closing Date, at the option of Borrowers (but subject to request increases the conditions set forth in clause (b) below), the Revolver Commitments may be increased by an amount in the aggregate amount for all such increases of the Revolving Revolver Commitments or not to exceed the making of incremental term loans hereunder Available Revolver Increase Amount (“Incremental Term Loans”, and any each such increase or Incremental Term Loansincrease, an “Incremental FacilityIncrease”) by providing written notice ). Agent shall invite each Lender to the Administrative Agent, which notice increase its Revolver Commitments (it being understood that no Lender shall be irrevocable once given; providedobligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by ▇▇▇▇▇▇▇▇▇, howeverand if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, that after giving effect then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to any such Incremental Facility the aggregate Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of the sum of the Revolving Commitments plus the principal at least $5,000,000 (or such lesser amount of Term Loans (including any such Incremental Term Loansas may be agreed to by Agent) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects . (b) Each of the syndication following shall be conditions precedent to any Increase of the Revolver Commitments in connection therewith: (i) Borrowers shall deliver to Agent a certificate of each Loan Party dated as of the effective date of such Incremental Facilities, including decisions as to Increase (the selection “Increase Effective Date”) signed by an Authorized Person of each Loan Party (A) certifying and attaching the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect resolutions adopted by such Loan Party approving or consenting to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loansincrease, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and(B) certifying that, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments before and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by contained in the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be Documents are true and correct in all material respects (except in the case without duplication of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsqualifiers) on and as of the effective date of such increase Increase Effective Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties shall have been they are true and correct in all material respects (except in the case without duplication of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsqualifiers) on and as of such earlier date), and , (zii) the Administrative Agent Borrowers shall have received each of the followingpaid such fees and other compensation to Agent as may be agreed, (iii) Borrowers shall deliver to Agent and Lenders an opinion or opinions, in form and substance reasonably satisfactory to Agent, from counsel to Borrowers reasonably satisfactory to Agent and dated the Administrative Agent: Increase Effective Date, (iiv) if not previously Borrowers shall have delivered such other Loan Documents with respect to such Increase as Agent may reasonably request, (v) as of the Increase Effective Date and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing, (vi) The interest rate and other terms with respect to the Administrative Agent, copies certified by Increase shall be same as for all other Revolving Loans, (vii) Agent or Borrowers have obtained the Secretary commitment of one or Assistant Secretary of more Lenders (A) all corporate, partnership, member or other necessary action taken prospective lenders) as determined by Borrowers and reasonably satisfactory to Agent to provide the Borrower to authorize applicable Increase and any such Incremental Facility Lenders (or prospective lenders), Borrowers, and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) Agent have signed a supplement joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party, (viii) each of the conditions precedent set forth in Section 3.2 are satisfied, (ix) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.Borrowers, together with the consent of the Guarantors thereto; (iii) an opinion of counsel such other documentation as Agent shall reasonably request, in order to the Borrower and the Guarantors, and addressed to the Administrative enable Agent and the Lenders covering such matters as reasonably requested by to comply with any of the Administrative Agent; requirements under Regulations T, U or X of the Federal Reserve Board, and (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments pursuant to this Section 2.14. (ivd) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or replacement Revolving Notes or Term Notes executed by additional Revolver Commitment on the BorrowerIncrease Date (the “Post-Increase Revolver Lenders”), payable to any and such Post-Increase Revolver Lenders participating in shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such Incremental Facility, as applicable, interests in the amount Revolving Loans and participation interests in Letters of Credit and Swing Line Loans on such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information Increase Effective Date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit and Swing Line Loans will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments. (e) The Revolving Loans and Revolver Commitments established pursuant to this Section 2.14 shall constitute Revolving Loans and Revolver Commitments under, and shall be entitled to all the Administrative benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to comply with “know your customer” ensure and Anti-Money Laundering Laws, including without limitation, demonstrate that the Patriot ActLiens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments.

Incremental Facilities. The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”a) by providing Upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which at any time after the Closing Date, the Borrower may request Incremental Term Loans from one or more of the existing Lenders; provided that (i) each Lender shall be entitled to agree or decline to participate in such Incremental Term Loan in its sole discretion (and any Lender that has failed to respond to any such notice shall be irrevocable once given; provided, however, that after giving effect deemed to any such have declined to participate). Any Incremental Facility Term Loan shall be made with the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans same terms (including any pricing and fees) as the Term Loans, in which case such Incremental Term Loans) Loans shall not exceed $650,000,000constitute Term Loans for all purposes hereunder and under the other Loan Documents. The allocation proceeds of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as used for any purpose agreed to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loan Lenders in the applicable Additional Credit Extension Amendment (to the extent not otherwise prohibited hereunder). Only an existing Lender may advance an Incremental Term Loan and become an Incremental Term Loan Lender. (b) It shall be a condition precedent to the incurrence of the Incremental Term Loans that (i) the terms of such Incremental Term Loans thereunder shall rank pari passu in right of payment comply with the Revolving Loans and Term Loansclause (c) below, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred and be in existence on the effective date of such increase, (y) the representations and warranties made continuing immediately prior to or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except immediately after giving effect to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty incurrence of such Incremental Facility; Term Loan and (iiiii) after giving effect, on a supplement Pro Forma Basis, to this Agreement executed the incurrence of an Incremental Term Loan, the aggregate principal balance of all Incremental Term Loans shall not exceed $17,500,000 in the aggregate. (c) The terms of the Incremental Term Loans shall be determined by the Borrower, the Administrative Agent (at the written direction of the Required Lenders) and the Incremental Term Loan Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Lender providing such Incremental FacilityTerm Loans shall be no earlier than the Latest Maturity Date, which supplement may include such amendments (ii) the Incremental Term Loans will rank pari passu in right of payment and with respect to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together security with the consent of the Guarantors thereto; Term Loans, (iii) an opinion none of counsel to the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party hereunder and such Incremental Term Loans shall not be secured by any property or assets of the Borrower and other than the GuarantorsCollateral, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or the Incremental Term Notes executed by Loans shall not share more than ratably with the Term Loan in any mandatory prepayments of the Loans and (vi) to the extent the terms of the Incremental Term Loans are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Required Lenders and in no event shall such terms be materially more restrictive to the Borrower, payable to any taken as a whole, than the terms set forth herein unless the Lenders participating in existing at such Incremental Facility, as applicable, in time shall also receive the amount benefits of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection terms with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide respect to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Acttheir Loans.

Incremental Facilities. The (a) At any time following the Closing Date, the Parent Borrower shall have on behalf of the right Borrowers may by written notice to Administrative Agent elect to request the establishment of one or more increases in Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”), by an aggregate amount not in excess of (when taken together with the aggregate amount of (the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental FacilityExcess Amount”) by providing written notice to of New Loan Commitments (as defined in the Administrative Agent, which notice shall be irrevocable once given; provided, however, that CF Agreement after giving effect to any such Incremental exclusions thereto) under the CF Facility the aggregate amount of the sum of the Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder such Incremental Revolving Credit Commitments become effective) $1,500,000,000 in the aggregate and not less than $100,000,000 individually (or in the case of an existing Lender, increases its Revolving Commitmentsuch lesser amount as (x) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, may be approved by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and or (y) shall have no amortization constitute the difference between $1,500,000,000 and all such Incremental Revolving Credit Commitments (when taken together with the Excess Amount on the date such Incremental Revolving Credit Commitments become effective) obtained on or otherwise be permitted to be prepaid prior to such date). Each such notice shall specify the Term Loan Maturity date (each, an “Increased Amount Date, and (iv”) on which the Parent Borrower on behalf of the Borrowers proposes that the Incremental Revolving Credit Commitments shall be treated substantially effective, which shall be a date not less than ten Business Days after the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section date on which such notice is subject delivered to the following conditions precedent: Administrative Agent. The Parent Borrower may approach any Lender or any other Person (xother than a natural person) to provide all or a portion of the Incremental Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Incremental Revolving Credit Commitment. In each case, such Incremental Revolving Credit Commitments shall become effective, as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Credit Commitments, as applicable; (ii) both before and after giving effect to the making of any Incremental Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the Parent Borrower and its Restricted Subsidiaries shall be in existence on Pro Forma Compliance with the effective date covenant set forth in Section 10.8 of the CF Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such increase, Incremental Revolving Credit Commitments and any Investment to be consummated in connection therewith; (yiv) the representations Incremental Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and warranties made or deemed made delivered by the Borrower Borrowers and any other Loan Party in any Loan Document to Administrative Agent, and each of which such Loan Party is a party shall be true and correct in all material respects (except recorded in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty Register and shall be true and correct in all respects) on the effective date of such increase except subject to the extent that such representations and warranties expressly relate solely to an earlier date (requirements set forth in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsSections 5.4(d) on and as of such earlier date), and (ze); (v) the Parent Borrower on behalf of the Borrowers shall make any payments required pursuant to Section 2.11 in connection with the Incremental Revolving Credit Commitments, as applicable; and (vi) the Parent Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. The Parent Borrower on behalf of the Borrowers shall give the Administrative Agent shall have received prompt written notice of any increase in the aggregate amount committed in respect of the CF Facility. On any Increased Amount Date on which Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the followingLenders with Revolving Credit Commitments shall assign to each Lender with a Incremental Revolving Credit Commitment (each, a “Incremental Revolving Loan Lender”) and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Loan Commitment and all matters relating thereto. (c) [Reserved]. (d) The terms and provisions of the Incremental Revolving Loans and Incremental Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to opinion of the Administrative Agent, copies certified by to effect the Secretary or Assistant Secretary provision of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.172.14., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Incremental Facilities. The On one or more occasions at any time after the Closing<Covenant Compliance> Date, the Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“Incremental Term Loans”, and any such increase or Incremental Term Loans, an “Incremental Facility”) may by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect Agent elect to request (A) an increase to the existing Revolving Credit Commitments (any such increase, the “New Revolving Credit Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Commitments”, together with the New Revolving Credit Commitments, the “Incremental Facility the Commitments”), by up to an aggregate amount of not to exceed $500,000,000 for all Incremental Commitments (so that the sum of the Maximum Revolving Commitments Credit Amount plus the principal amount of Term Loans (including any such Incremental Term Loans) shall Commitments made hereunder does not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increase1,500,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Facility must Commitments shall be an effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate minimum amount of $25,000,000 and integral multiples 10,000,000, (y) any Lender approached to provide all or a portion of $5,000,000 in excess thereof. The Arrangersthe Incremental Commitments may elect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects of the syndication to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom any portion of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender Commitment shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must allocated shall be subject to the consent approval of each the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Credit Commitment, the Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement(each of which approvals shall not be unreasonably withheld), or if any unless such New Revolving Credit Lender is an existing Lender (other than a Defaulting Lender) with a Revolving Credit Commitment at such time or such New Term Lender is increasing its Revolving Commitment, such an existing Lender shall on the date it becomes a Lender hereunder (or in the case an Affiliate of an existing Lender, increases its . The terms and provisions of any New Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect Credit Commitments shall be identical to the Lenders’ respective existing Revolving Credit Commitments. The terms and provisions of any New Term Commitments and after giving effect any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Term Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Facility, unless the Borrower and the New Term Lenders in respect of such New Term Loans elect lesser payments and (c) otherwise be identical to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available existing Term Loans or reasonably acceptable to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such and each New Term Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitments shall pay be subject to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result satisfaction of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Potential Event of Default or Event of Default shall be exist and (ii) as of the last day of the most recent calendar quarter for which financial statements have been delivered pursuant to Section 8.2, the Borrower would have been in existence on compliance with the effective date of such increase, financial covenants set forth in Section 10.1 and Section 10.12; (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), ; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member corporate or other necessary action taken by the Borrower to authorize such Incremental Facility Commitments; and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an customary opinion of counsel to the Borrower (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the GuarantorsBorrower), and addressed to the Administrative Agent and the Lenders covering such matters as reasonably Lenders, and (iii) if requested by the Administrative Agent; and (iv) any Lender, new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders. On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Credit Lenders participating shall assign to each of the New Revolving Credit Lenders, and each of the New Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Incremental FacilityIncreased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Credit Lender shall become a Lender with respect to its New Revolving Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, and (ii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Credit Commitments and the New Revolving Credit Lenders or the New Term Commitments and the New Term Lenders, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2z) in the case of each notice to any Lender that is organized under Revolving Credit Lender, the laws respective interests in such Revolving Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this paragraph. The fees payable by Borrower upon any such increase in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of a jurisdiction outside of such increase. The Incremental Commitments shall be evidenced pursuant to one or more Additional Credit Extension Amendments executed and delivered by the United States of AmericaBorrower, provide to the New Revolving Credit Lenders or New Term Lenders, as applicable, and the Administrative Agent, its name, address, tax identification number and/or such other information as and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary for or appropriate, in the opinion of the Administrative Agent Agent, to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, effect the Patriot Actprovisions of this Section 2.1(e).

Incremental Facilities. (a) The Borrower shall have may at any time or from time to time after the right Restatement Agreement Effective Date and giving effect to the 2024 Refinancing Term Loans and the Revolving Credit Commitments, by written notice delivered to the Administrative Agent, request increases in the aggregate amount (i) one or more additional Classes of term loans or additional term loans of the Revolving Commitments or the making same Class of incremental any existing Class of term loans hereunder (the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an “Incremental Revolving Credit Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments in U.S. Dollars or any Alternative Currency (the “Additional/Replacement Revolving Credit Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Credit Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”); provided that, subject to Section 1.11, at the time that any such increase Incremental Term Loan, Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitment is made or effected (and after giving pro forma effect thereto), except as set forth in the proviso to clause (b) below, no Event of Default (or, in the case of the Incurrence or provision of any Incremental Facility in connection with an Acquisition or other Investment, no Event of Default under Section 12.1 or 12.5) shall have occurred and be continuing. (b) Each tranche of Incremental Term Loans, each tranche of Additional/Replacement Revolving Credit Commitments and each Incremental Revolving Credit Commitment Increase shall be in an “Incremental Facility”aggregate principal amount that is not less than $5,000,000 or like amount in an Alternative Currency, as applicable, (it being understood that such amount may be less than $5,000,000 or like amount in an Alternative Currency, as applicable, if such amount represents all remaining availability under the limit set forth below) by providing written notice (and in minimum increments of $1,000,000 or like amount in an Alternative Currency, as applicable, in excess thereof), and, subject to the Administrative Agentfirst proviso at the end of this Section 2.14(b), which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility the aggregate amount of (x) the Incremental Term Loans, Incremental Revolving Credit Commitment Increases and the Additional/Replacement Revolving Credit Commitments (after giving pro forma effect thereto and the use of proceeds thereof) Incurred pursuant to this Section 2.14(b), plus (y) the aggregate principal amount of Permitted Additional Debt Incurred under Section 10.1(u)(ii)(A) shall not exceed, as of the date of Incurrence of such Indebtedness or commitments, the sum of (A) the Revolving Commitments Incremental Base Amount plus the principal (B) an aggregate amount of Indebtedness, such that, subject to Section 1.11, after giving pro forma effect to such Incurrence (and after giving pro forma effect to any Specified Transaction or Specified Restructuring to be consummated in connection therewith and assuming that all Incremental Revolving Credit Commitment Increases and/or Additional/Replacement Revolving Credit Commitments then outstanding and Incurred under this clause (B) were fully drawn), the Borrower would be in compliance with a Consolidated First Lien Debt to Consolidated EBITDA Ratio as of the last day of the Test Period most recently ended on or prior to the Incurrence of any such Incremental Facility, calculated on a pro forma basis, as if such Incurrence (and transactions) had occurred on the first day of such Test Period, that is no greater than either (x) 5.50:1.00 or (y) if Incurred in connection with an Acquisition or other Investment, the Consolidated First Lien Debt to Consolidated EBITDA Ratio immediately prior to such Acquisition or other Investment (this clause (B), the “Incremental Ratio Debt Amount” and, together with the Incremental Base Amount, the “Incremental Limit”); provided that (i) Incremental Term Loans may be Incurred without regard to the Incremental Limit, without regard to whether an Event of Default has occurred and is continuing and, without regard to the minimums set forth in the first part of this Section 2.14(b), to the extent that the Net Cash Proceeds from such Incremental Term Loans are used on the date of Incurrence of such Incremental Term Loans (including or substantially concurrently therewith) to either (x) prepay Term Loans and related amounts in accordance with the procedures set forth in Section 5.2(a)(i) or (y) permanently reduce the Revolving Credit Commitments, Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments in accordance with the procedures set forth in Section 5.2(e)(ii) (and any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made deemed to have been Incurred pursuant to this proviso), and (ii) Additional/Replacement Revolving Credit Commitments may be provided without regard to the Incremental Limit, without regard to the minimums set forth in the first sentence of this Section 2.14(b) and without regard to whether an Event of Default has occurred and is continuing, to the extent that the existing Revolving Credit Commitments, Extended Revolving Credit Commitments or other Additional/Replacement Revolving Credit Commitments shall be permanently reduced in accordance with Section 5.2(e)(ii) by an amount equal to the aggregate amount of Additional/Replacement Revolving Credit Commitments so provided (and any such Additional/Replacement Revolving Credit Commitments shall be deemed to have been Incurred pursuant to this proviso). (i) The Incremental Term Loans (A) if consisting of a Credit Facility, shall rank equal in right of payment and security with the Initial Term Loans, Term B-1 Loans and Term B-2 Loans, shall be secured on an equal priority basis with, and only by all or a portion of the Collateral securing the Obligations (and which may be equal or junior in right of payment with the Initial Term Loans, Term B-1 Loans and Term B-2 Loans) and shall only be guaranteed by the Loan Parties, (B) shall not mature earlier than the Initial Term Loan Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than the remaining Initial Term Loans, Term B-1 Loans and Term B-2 Loans, (D) shall have a maturity date (subject to clause (B) above), an amortization schedule (subject to clause (C) above), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch Up Payments, funding discounts, original issue discounts, currency types and denominations and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the Incremental Term Loans; provided that, (I) during the period commencing on the Restatement Agreement Effective Date and ending on the date that is six months after the Restatement Agreement Effective Date, in the event that the Effective Yield for any Incremental Term Loans denominated in U.S. Dollars (other than (x) Incremental Term Loans (1) established pursuant to the first proviso of Section 2.14(b), (2) having a final maturity date that is more than one year after the Initial Term Loan Maturity Date, (3) Incurred in connection with a Permitted Acquisition or Permitted Investment or (4) in an aggregate amount equal to or less than $145,000,000 or (y) Incremental Terms Loans consisting of a customary bridge facility, so long as the Indebtedness outstanding under any such customary bridge facility may be converted into or exchanged for long term debt that satisfies clauses (B) and (C) above and any such conversion or exchange is subject only to conditions customary for similar conversions or exchanges (clauses (x)(1) through (4) and (y), collectively, the “Incremental MFN Exceptions”)), is in the case of Incremental Term Loans denominated in U.S. Dollars greater than the Effective Yield for the Initial Term Loans by more than 0.50%, then the Applicable Margins for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans is equal to the Effective Yield for the Incremental Term Loans minus 0.50% (this proviso, the “Incremental MFN Protection”); provided, further, that, notwithstanding the foregoing, Incremental Term Loans in an amount not exceeding the Incremental/Refinancing Maturity Limitation Excluded Amount may be Incurred without regard to clause (B) and/or (C) of this Section 2.14(c)(ii); provided, further, that, with respect to any Incremental Term Loans that do not bear interest at a rate determined by reference to Term SOFR, for purposes of calculating the applicable increase (if any) in the Applicable Margins for the Initial Term Loans, in the immediately preceding proviso, the Applicable Margin for such Incremental Term Loans shall be deemed to be the interest rate (calculated after giving pro forma effect to any increases required pursuant to the immediately succeeding proviso) of such Incremental Term Loans less the then applicable reference rate; and (E) may otherwise have terms and conditions different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C) and (D) above, any differences shall be either, at the option of the Borrower, (1) reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) or (2) consistent with market terms and conditions, when taken as a whole, at the time Borrower requests such increase. Each of Incurrence or effectiveness of such Incremental Facility must (as determined by the Borrower in good faith) and (y) the documentation governing any Incremental Term Loans may include any Previously Absent Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Covenant for the benefit of each Credit Facility. (ii) The Incremental Revolving Credit Commitment Increase shall be treated the same as the Class of Revolving Credit Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of Revolving Credit Facility being increased (it being understood that, if required to consummate an aggregate minimum amount Incremental Revolving Credit Commitment Increase, the interest rate margins, rate floors and undrawn commitment fees on the Class of $25,000,000 Revolving Credit Commitments being increased may be increased and integral multiples additional upfront or similar fees may be payable to the lenders participating in the Incremental Revolving Credit Commitment Increase (without any requirement to pay such fees to any existing Revolving Credit Lenders)). (iii) The Additional/Replacement Revolving Credit Commitments (A) if consisting of $5,000,000 a Credit Facility shall rank equal in excess thereof. The Arrangersright of payment and security with the Revolving Credit Loans, shall be secured only by all or a portion of the Collateral securing the Obligations and shall only be guaranteed by the Loan Parties on a senior basis and, (B) shall not mature earlier than the Revolving Credit Maturity Date and shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Credit Maturity Date, (C) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, currency types and denominations, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrower and the lenders of such commitments, (D) may include provisions relating to swingline loans and/or letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in consultation with connection therewith and the identity of the swingline lender and Issuing Lender, as applicable, which shall be determined by the Borrower, shall manage all aspects of the syndication lenders of such commitments and the applicable Issuing Lenders and swingline lenders and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facilities, including decisions as Agreement) to the selection terms relating to the Letters of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached Credit with respect to such increase the applicable Class of Revolving Credit Commitments or Incremental Term Loans otherwise reasonably acceptable to the Administrative Agent and (E) may otherwise have terms and conditions different from those of the allocations thereof among such existing Lenders and/or other banksRevolving Credit Facility; provided that (x) except with respect to matters contemplated by clauses (B), financial institutions (C), (D) and (E) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other institutional lenders. No Lender provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Additional/Replacement Revolving Credit Commitments may include any Previously Absent Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Covenant for the benefit of each Credit Facility (provided, further, however, that, if the applicable Previously Absent Covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, the Previously Absent Covenant shall be obligated automatically included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any way whatsoever term loan facility hereunder)). (d) Each notice from the Borrower pursuant to increase its Revolving Commitment or provide a new Revolving Commitment or this Section 2.14 shall be given in writing and shall set forth the requested amount, currency types and denominations and proposed terms of the relevant Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit Commitments, must including the currency types and denominations of the Borrower thereof. Incremental Term Loans may be made, and Incremental Revolving Credit Commitment Increases and Additional/Replacement Revolving Credit Commitments may be provided, subject to the prior written consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party Borrower (not to this Agreementbe unreasonably withheld or delayed), or if by any existing Lender is increasing its (it being understood that no existing Term Loan Lender will have an obligation to make a portion of any Incremental Term Loan, no existing Lender with a Revolving Credit Commitment will have any obligation to provide a portion of any Incremental Revolving Credit Commitment Increase and no existing Lender with a Revolving Credit Commitment will have an obligation to provide a portion of any Additional/Replacement Revolving Credit Commitment) or by any other bank, financial institution, other institutional lender or other investor (any such other bank, financial institution or other investor being called an “Additional Lender”); provided that the Administrative Agent, each Issuing Lender and the Designated Acquisition Swingline Lender shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Credit Commitment Increases or such Additional/Replacement Revolving Credit Commitments if such consent would be required under Section 14.6(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender; provided, further, that, solely with respect to any Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit Commitments, each applicable Issuing Lender shall on the date it becomes a have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit Commitments if such consent would be required under Section 14.6(b) for an assignment of Loans or Commitments, as applicable, to such Lender hereunder or Additional Lender. (e) Commitments in respect of Incremental Term Loans, Incremental Revolving Credit Commitment Increases and Additional/Replacement Revolving Credit Commitments shall become Commitments (or in the case of an existing Lender, increases its Incremental Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Credit Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans Increase to be purchased provided by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as an existing Lender with a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.Revolvi

Incremental Facilities. (a) The Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments may on one or the making of incremental term loans hereunder (“Incremental Term Loans”more occasions, and any such increase or Incremental Term Loans, an “Incremental Facility”) by providing written notice to the Administrative Agent, which request (i) during the Revolving Commitment Period, the establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Commitments established at any time shall not exceed the Permitted Incremental Amount at such time. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall be irrevocable once given; providedeffective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, being requested (it being agreed that (1) any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment and (2) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank). (b) The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans, it being agreed, however, that after giving effect in connection with the effectiveness of any Incremental Revolving Commitment, subject to any such Incremental Facility the aggregate amount consent of the sum Borrower, this Agreement may be modified to increase (but not decrease) the Applicable Margin and fees payable for the account of the Revolving Lenders pursuant Section 2.10, so long as such increase is effective for the benefit of all the Revolving Lenders hereunder on equal terms. The terms and conditions of any Incremental Term Loan Commitments plus and the principal amount of Incremental Term Loans (including any such to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche B Term Loan Commitments and the Tranche B Term Loans; provided that (i) shall not exceed $650,000,000. The allocation the weighted average life to maturity of any increase between the Revolving Commitments and Incremental Term Loans shall be made at no shorter than the time Borrower requests such increase. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects remaining weighted average life to maturity of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase or Incremental Term Tranche B Terms Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) no Incremental Term Loan Maturity Date shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Tranche B Term Loan Maturity Date, and . (ivc) The Incremental Commitments shall be treated substantially the same (and in any event not effected pursuant to one or more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to Agreements executed and delivered by Holdings, the following conditions precedent: Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (xi) no Default or Event of Default shall have occurred and be in existence continuing on the effective date of effectiveness thereof, both immediately prior to and immediately after giving effect to such increaseIncremental Commitments and the making of Loans and other Credit Extensions thereunder to be made on such date, (yii) on the date of effectiveness thereof, the representations and warranties made or deemed made by of each Credit Party set forth in the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a representation or warranty qualified by materiality or Material Adverse Effectprior date, in which case such representation or and warranty shall be so true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier prior date, (iii) after giving effect to such Incremental Commitments and the making of Loans and other Credit Extensions thereunder to be made on the date of effectiveness thereof Holdings and the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.7 (determined in accordance with Section 1.2(b)) as of the last day of the Fiscal Quarter most recently ended on or prior to such date for which financial statements are available (provided that, for purposes of determining the Leverage Ratio under Section 6.7(b), the Consolidated Total Debt shall be determined on a pro forma basis as of such date), (iv) the Borrower shall make any payments required to be made pursuant to Section 2.17(c) in connection with such Incremental Commitments and the related transactions under this Section 2.23, (zv) any Collateral Documents (including any Mortgages) shall have been amended or modified as shall reasonably be requested by the Administrative Agent or the Collateral Agent to secure the increased aggregate amount of Obligations after giving effect to such Incremental Commitments and (vi) Holdings and the Borrower shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative AgentAgent such legal opinions, copies certified board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and in connection with any Lender providing such transaction. Each Incremental FacilityFacility Agreement may, which supplement may include without the consent of any Lender, effect such amendments to this agreement Agreement and the other Credit Documents as the Administrative Agent deems reasonably may be necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17.appropriate, together with in the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; , to give effect to the provisions of this Section 2.23 (including any increase referred to in Section 2.23(b)). Any Incremental Term Loan Commitments established pursuant to an Incremental Facility Agreement that have identical terms and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrowerconditions, payable to and any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time made thereunder, shall be designated as a separate series (each, a “Series”) of Incremental Term Loan Commitments and Incremental Term Loans for all purposes of this Agreement. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Incremental Facility. In connection with any Incremental FacilityClass) hereunder, any Lender becoming a party hereto and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (1or Lenders in respect of Commitments and Loans of the applicable Class) execute such documents hereunder and agreements as shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the Administrative Agent may reasonably request applicable Class) hereunder and under the other Credit Documents, and (2ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender that is organized under already has a Revolving Commitment, shall increase) the laws Revolving Commitment of a jurisdiction outside such Incremental Lender and (B) the aggregate amount of the United States Revolving Commitments shall be increased by the amount of Americasuch Incremental Revolving Commitment, provide in each case, subject to further increase or reduction from time to time as set forth in the Administrative Agentdefinition of the term “Revolving Commitment”. For the avoidance of doubt, its nameupon the effectiveness of any Incremental Revolving Commitment, addressthe Revolving Exposure of the Incremental Revolving Lender holding such Commitment, tax identification number and/or and the Pro Rata Shares of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving Lender holding such other information Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary for in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Pro Rata Shares after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) On the date of effectiveness of Incremental Term Loan Commitments of any Series, subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Loan Commitment of such Series shall make a loan to the Borrower in an amount equal to such Lender’s Incremental Term Loan Commitment of such Series. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to comply with “know your customer” in Section 2.23(a) and Anti-Money Laundering Lawsof the effectiveness of any Incremental Commitments, including without limitationin each case advising the Lenders of the details thereof and, in the Patriot Actcase of effectiveness of any Incremental Revolving Commitments, of the Pro Rata Shares of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.23(e).

Incremental Facilities. The (a) So long as no Event of Default exists or would arise therefrom, the Borrower shall have the right right, at any time and from time to time after the Second Amendment Effective Date to (i) request increases new term loan commitments under one or more new term loan credit facilities to be included in this Agreement and/or increase the aggregate principal amount of the Revolving Commitments or the making any class of incremental term loans hereunder Term Loans (each, an “Incremental Term Facility” and, collectively, the “Incremental Term Loan Commitments”) and/or (ii) increase the Total Revolving Commitment (each, an “Incremental Revolving Facility” and, such commitments, the “Incremental Revolving Commitments”; together with the Incremental Term Loan Commitments, the “Incremental Commitments” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans”” and, and together with any such increase or Incremental Term Loans, an “Incremental FacilityLoans”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such Incremental Facility so long as the aggregate amount of the sum of the Revolving Commitments plus the outstanding principal amount of all unutilized Incremental Commitments and Incremental Loans does not exceed the Incremental Amount (and the Borrower shall deliver a certificate, on or prior to the date on which such Incremental Commitment shall become effective to the Facilities Administrative Agents certifying that the Borrower is in compliance with this Section 4.17). Any Incremental Term Loan Commitment Incurred in the form of increases to any Class of existing Term Loans (including any shall be identical to and form part of such Incremental Term Loans) . Any Incremental Revolving Commitments shall not exceed $650,000,000. The allocation be Incurred in the form of any increase between increases to the Revolving Commitments and Incremental Term Loans shall be made at identical to and form part of such Revolving Facility. (b) Each request from the time Borrower requests such increase. Each such pursuant to this Section 4.17 shall set forth the requested amount and proposed terms of the relevant Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereofCommitments. The ArrangersIncremental Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or financial institution (any such bank or other financial institution, an “Additional Lender”) subject, in consultation with the Borrowerrespect of any Additional Lender not already a Lender hereunder, shall manage all aspects of the syndication of such Incremental Facilities, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect same consent requirements that would apply to such increase or Lender as an assignee pursuant to Section 11.6. Any allocation of any Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Commitments to any Affiliated Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent terms of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (i) shall rank pari passu in right of payment with the Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Date, and (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date11.6(g), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrower, the Administrative Agent and any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement as the Administrative Agent deems reasonably necessary or appropriate to implement such Incremental Facility contemplated by this Section 2.17., together with the consent of the Guarantors thereto; (iii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental Facility, as applicable, in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at the time of the effectiveness of the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.