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 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 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. 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 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 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 Closing 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 so long as the aggregate 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 Administrative Agent, which notice Agent 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 shall be irrevocable once given; provided, however, that after giving effect identical to any and form part of such Term Loans. Any Incremental Facility the aggregate amount of the sum of the Revolving Commitments plus shall be Incurred in the principal amount form of Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between increases to 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 identical to 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 form part 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 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. (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 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 (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. 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 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 from time to time, request Incremental Loan Commitments in an amount not to exceed, together with all Incremental Loan Commitments provided to the Borrower pursuant to this Section 2.24 (whether or not utilized), the Incremental Loan Amount from one or more Incremental Lenders, all of which must be Eligible Assignees. 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 the Revolving Incremental Loan Commitments plus the principal amount of Term Loans being requested (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 which shall be made at the time Borrower requests such increase. Each such Incremental Facility must be an aggregate in minimum increments of $2,500,000 and a minimum amount of $25,000,000 10,000,000 or such lesser amount equal to the remaining Incremental Loan Amount, as applicable, or such other amounts as the Administrative Agent may agree to) and integral multiples of $5,000,000 in excess thereof. The Arrangers, in consultation with (ii) the Borrower, date (an “Increased Amount Date”) on which such Incremental Loan Commitments are requested to become effective (which shall manage all aspects of not be less than 10 Business Days nor more than 60 days after the syndication date of such notice (or such other number of days as the Administrative Agent may agree to)). (b) The Borrower may seek Incremental Facilities, including decisions as to the selection of the Loan Commitments from existing Lenders and/or other (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders (all of which must be Eligible Assignees consented to by the Swing Line Lender and the Issuing Banks (such consent not to be approached with respect to unreasonably withheld or delayed) (any such increase or Incremental Term Loans and the allocations thereof among such existing Lenders and/or other banksadditional bank, financial institutions and institution or other institutional lenderslender, an “Additional Lender”), who will become Incremental Lenders in connection therewith. No The Borrower and each Incremental Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, execute 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 deliver to the Administrative Agent for the account of an Incremental Loan Assumption Agreement and such other Lenders, in same day funds, an amount equal documentation as the Administrative Agent shall reasonably specify to (A) evidence the portion Incremental Loan Commitment of each Incremental Lender or Additional Lender. The terms and provisions of the outstanding principal amount of such Revolving Incremental 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 identical to those 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 All Incremental Loan Commitments shall be documented solely as an increase to the Revolving Credit Commitments and all Incremental Loans shall be identical to all Revolving Loans, other than in respect of any arrangement, commitment or upfront fees payable to any Incremental Facility Lenders or any arranger appointed in connection therewith in connection with such increase to the Revolving Credit Commitments on or prior to the Increased Amount Date in respect thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental 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 Loan Commitments and the Incremental Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. (c) Notwithstanding the foregoing, no Incremental Loan Commitment shall become effective under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence 2.24 unless, on the effective date of such increaseeffectiveness, (yi) the representations conditions set forth in Sections 4.01(b), 4.01(c) 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 4.01(d) shall be true satisfied 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 a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Borrower would be in Financial Covenant Compliance, (iii) except as otherwise specified in the applicable Incremental Loan Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the followingIncremental Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02, (iv) the Administrative Agent and each applicable Lender shall have received all fees and expenses owed in form respect of such Incremental Loan Commitments and substance (v) the terms and documentation in respect of such Incremental Loan Commitments, to the extent not consistent with this Agreement and the other Loan Documents, shall be reasonably satisfactory to the Administrative Agent: . (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Loans, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Borrowing to be converted into an ABR Borrowing on the date of each Incremental Loan. Any conversion of Eurodollar Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.15. (e) On any Increased Amount Date on which Incremental Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) if not previously delivered each of the existing Revolving Credit Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof, such interests in the outstanding Revolving Loans and participations in Letters of Credit and Swing Line Loans outstanding on such Increased Amount Date that will result in, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit and Swing Line Loans being held by existing Revolving Credit Lenders and Incremental Lenders ratably in accordance with their Revolving Credit Commitments after giving effect 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 addition of such Incremental Facility; Loan Commitments to the Revolving Credit Commitments, (ii) each Incremental Loan Commitment shall be deemed for all purposes a supplement to this Agreement executed by Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and have the Borrowersame terms as any existing Revolving Loan, 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 each Incremental Lender shall become a Lender with respect to the Borrower Revolving Credit Commitments and all matters relating thereto. (f) The proceeds of any Incremental Loans shall be used for the Guarantorspurposes specified in the introductory statement to this Agreement, 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 extent permitted 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 ActAgreement.

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. The On one or more occasions at any time after the Closing 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 $400,000,000 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 increase1,800,000,000). 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 its sole discretion, to provide an Incremental Commitment; provided that (1) the BorrowerLenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, shall manage all aspects of the syndication and if any Lender so approached fails to respond within such ten (10) Business Day period after its receipt of such Incremental Facilitiesrequest, 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 deemed to have declined to provide such Incremental Commitments and (2) any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or Incremental Term Loans, and any new Credit Lender becoming which is a party to this Agreement in connection with prior to such request for increase that so elects to increase its Revolving Credit Commitment shall be required to increase its Alternative Currency Commitment on a pro rata basis (provided that to the extent any Revolving Credit Lender’s Pro Rata Share of Alternative Currency Commitments was zero prior to such requested increase, then such Lender shall not be required to allocate any portion of such increase must be to an Alternative Currency Commitment), and (z) any Lender or other Person that is an Eligible Assignee and(each, if a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom any portion of such new Lender is assuming Revolving Commitments, must Incremental Commitment shall be 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. The (a) Pursuant to the terms and subject to the conditions hereof, after the Eighth Amendment Effective Date, the Borrower shall have may request, from any Lender or any New Lender, with at least 10 Business Days’ (or such shorter period as may be agreed by 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”Administrative Agent) by providing prior written notice to the Administrative Agent, which notice shall (i) new term loans under one or more new term loan credit facilities to be irrevocable once given; provided, however, that after giving effect to included in this Agreement (the “New Term Loan”) and/or (ii) increases in the amount of Revolving Commitments (any such Incremental Facility new commitments, collectively, the aggregate amount of “New Revolving Commitments” and, any loans made thereunder, the sum of the “New 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 together 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 New Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee andthe “New Loans”), if such new Lender is assuming Revolving Commitments, must be subject to the consent proceeds 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 Lenderswhich, in same day fundseach case, an amount equal to may be used for general corporate purposes (A) the portion such increase of the outstanding principal amount of the Loans or Commitments, a “Facility Increase”). (b) The terms of such New Term Loans, the New Revolving Commitments or New Revolving Loans, as the case may be, shall be determined by the Borrower and the applicable Lenders or New Lenders providing such New Loans or New Revolving Commitments; provided, that: (i) such New Term Loans shall (A) have a final maturity no earlier than the Latest Maturity Date and a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of any existing Series of Term Loans; (B) have Applicable Rates and amortization schedules determined by the Borrower and the Lenders or New Lenders with respect thereto; and (C) otherwise be on terms, to the extent not identical to the terms of the initial Term Loans, reasonably satisfactory to the Administrative Agent and the Borrower; and (ii) such New Revolving Commitments and New Revolving Loans shall be identical to be purchased by the Revolving Commitments and the Revolving Loans. (c) In connection with any Facility Increase after the Twelfth Amendment Effective Date, such LenderFacility Increase (when aggregated with any outstanding New Loans or New Revolving Commitments), together with the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.18(h), shall not exceed, at the time of incurrence thereof, the sum of (the amount available under clause (A) through (C) below, the “Available Incremental Amount”) (A) an amount equal to the greater of (x) $400,000,000 and (y) 100% of Consolidated Adjusted EBITDA for the most recently ended Measurement Period for which financial statements have been delivered, plus (B) the aggregate amount of payments previously made by any permanent optional reductions of the other Revolving Lenders under Section 2.4.(j) that have not been repaidCommitments, plus (C) interest accrued and unpaid an unlimited amount such that, after giving effect to and as the incurrence of such date on amount (which shall be deemed to include the full amount of any Facility Increase being implemented at such portion of time assuming that the outstanding principal full amount of such Facility Increase had been drawn), the Total Net Leverage Ratio would not exceed 2.5 to 1.0 for the most recently ended Measurement Period for which financial statements have been delivered and calculated on a pro forma basis (but calculating the Total Net Leverage Ratio without netting the cash proceeds from such Loans, and without giving effect to any substantially simultaneous incurrence of Indebtedness made pursuant to clauses (A) or (B) of this Section 2.18(c) or clause (A) of Section 6.01(c)); provided, that each request for New Loans or New Revolving LoansCommitments shall be for a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount that may be requested under this Section 2.18(c) provided further that the Borrower may elect to use clause (C) of the Available Incremental Amount prior to using clauses (A) or (B) of the Available Incremental Amount, and if both clause (C) and clauses (A) or (B) of the Available Incremental Amount are available, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use clause (C) of the Available Incremental Amount first. (d) The terms of any New Loans shall be established pursuant to an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each applicable Lender or New Lender providing such New Loans and the Administrative Agent (each such amendment, an “Incremental Amendment”). Each such Incremental Amendment and all other documentation in respect of such New Loans shall be reasonably satisfactory to the Administrative Agent and the Borrower. The Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) of such Incremental Amendment, which shall be promptly notified to the Lenders. Upon the Incremental Effective Date, each applicable Lender or New Lender providing any Incremental Loan shall become a “Lender”, and such Incremental Loan shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Borrower and Administrative Agent shall pay agree to the Revolving Lenders amounts payablesuch procedures, if any, as are necessary to such Revolving Lenders under accomplish the purposes of this Section 5.42.18. (e) No Lender shall be obligated to provide any New Loans unless it so agrees in its sole discretion. as The Administrative Agent may elect or decline to arrange any New Loans in its sole discretion. (f) The repayment (other than in connection with a result of scheduled repayment or a repayment at maturity) and the prepayment of any such New Term Loans shall be made on a pro rata basis with all other outstanding Term Loans and the repayment (other than in connection with a repayment at maturity) and the prepayment of any New Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans; provided, that if the applicable Lenders providing such New Loans so agree, such Lenders may participate on a less than pro rata basis in any repayment or prepayment hereunder. Revolving Loans made pursuant On any Incremental Effective Date, subject to any increased Revolving Commitment the satisfaction of the terms and the Incremental Term Loans conditions set forth in this Section 2.18, (i) each of the existing Revolving Lenders shall rank pari passu assign to each of the New Revolving Lenders, and each of the New Revolving Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in right of payment with the New Revolving Commitments outstanding on such Incremental Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Commitments will be held by existing Revolving Lenders and New Revolving Lenders ratably after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments. (g) No Incremental Amendment shall become effective unless all of the following conditions are met: (i) Each of the conditions precedent set forth in Section 4.02 are satisfied as of the date of such Incremental Amendment (including the condition that as of the date of such Incremental Amendment, no event shall have occurred and be continuing or would result from the consummation of such Incremental Amendment that would constitute a Default or an Event of Default (provided that, with respect to any New Loans and Term the primary purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this Section 2.18(g)(i) shall be that no Event of Default under clauses (a) or (b) of Article VII or, solely with respect to the Borrower, clauses (h) or (i) of Article VII, shall exist after giving effect to such New Loans, ); (ii) each Incremental Amendment shall be equally contain a representation and ratably secured with warranty by 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) Borrower that the representations and warranties made or deemed made by of (A) the Borrower contained in Article 3 and any (B) each Loan Party contained in each other Loan Party Document or in any Loan Document to which such Loan Party is a party shall be document furnished at any time under or in connection herewith or therewith are true and correct in all material respects (except in the case without duplication of a representation or warranty qualified by any materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsqualifier contained therein) on and as of the effective date of such increase Incremental Amendment, except to the extent that such representations and warranties expressly relate solely specifically refer 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 Effectdate, in which case such representation or warranty they shall be true and correct in all respects) on and as of such earlier datedate (provided that, with respect to any New Loans the primary purpose of which is to finance a Limited Condition Transaction, the only representations and warranties, the breach or inaccuracy of which shall be a condition to funding, shall be customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such New Loans), and )); (ziii) the Administrative Agent Loan Parties shall have received each of reaffirm their respective obligations under the following, in form and substance Collateral Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent: ; (iiv) if not previously requested by the Administrative Agent, constituent documents of the Loan Parties, resolutions (or equivalent authorization) of each Loan Party’s board of directors (or equivalent body) or shareholders (or equivalent), as applicable, approving such Incremental Amendment shall be delivered to the Administrative AgentAgent and an opinion or opinions of counsel reasonably satisfactory to the Administrative Agent as to the enforceability of the Incremental Amendment, 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 as amended thereby and such of the other Loan Documents (if any) as may be amended thereby; and (v) the Borrower, the Administrative Agent and each applicable Lender shall execute and deliver to the Administrative Agent any Lender providing such Incremental Facility, which supplement may include such amendments to this agreement documentation as the Administrative Agent deems shall reasonably necessary or appropriate specify to implement evidence the transaction contemplated by such Incremental Facility contemplated by this Section 2.17.Amendment (h) The Borrower may utilize the Available Incremental Amount in respect of one or more series of senior unsecured notes or term loans, issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed, together with the consent aggregate amount of all Facility Increases, the Available Incremental Amount (“Incremental Equivalent Debt”); provided that such Incremental Equivalent Debt (i) does not have a final maturity date earlier than the latest then applicable Maturity Date (as determined as of the Guarantors thereto; date of incurrence of such Incremental Equivalent Debt), or a shorter weighted average life to maturity than the weighted average life to maturity of the Commitments outstanding at such time, (ii) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and, solely with respect to any term loans, amortization and prepayment premiums) no more restrictive than those under the credit facilities provided for herein (except for covenants or other provisions which are provided to the Lenders or are applicable only to periods after the latest then applicable Maturity Date (as determined in good faith by the Borrower as of the date of incurrence of such Incremental Equivalent Debt)), (iii) to the extent guaranteed, shall not be guaranteed by any Person other than the Loan Parties, and (iv) after giving effect to any such Incremental Equivalent Debt and the use of proceeds thereof, the Borrower shall be in compliance with the financial covenant set forth in Section 6.08 on a pro forma basis. To the extent the Borrower provides first lien security for the benefit of all Lenders, the Borrower may utilize the Available Incremental Amount in respect of one or more series of senior secured first lien notes or term loans or senior secured junior lien notes or term loans, issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an opinion of counsel indenture, credit agreement or otherwise, so long as the conditions set forth in the previous sentence are satisfied and (i) such notes or term loans are not secured by any asset that does not also secure the Obligations hereunder on a pari passu basis with liens securing such notes or term loans, and (ii) such notes or term loans shall be subject to customary intercreditor arrangements reasonably satisfactory 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 (i) For the avoidance of doubt and notwithstanding any provision to the contrary set forth in this Agreement or any other Loan Document, this Agreement may be amended (or amended and restated) at any time and from time to time to increase the Aggregate Revolving Commitments or to establish one or more additional separate tranches of term loans (each such increase to the Revolving Commitments and/or establishment of a new tranche term loans being referred to herein as an “Incremental Facility,” and all of such increases and establishments being referred to collectively as the “Incremental Facilities”) to be made to the Borrower by an agreement in writing entered into by the Borrower, the Administrative Agent and each Person (including any Lender) that shall have the right agree to request increases in the aggregate amount of provide any such increase to the Revolving Commitments or the making such separate tranches of incremental term loans hereunder (“Incremental Term Loans”but without the consent of any other Lender), and any each such increase or Incremental Term LoansPerson that shall not already be a Lender shall, an “Incremental Facility”) by providing written notice to at the Administrative Agenttime such agreement becomes effective, which notice shall be irrevocable once givenbecome a Lender with the same effect as if it had originally been a Lender under this Agreement with the Revolving Commitment and/or term loan set forth in such agreement; provided, however, that after giving effect to any such Incremental Facility that: (A) without the consent of the Required Lenders, the aggregate principal amount of the sum of increases in the Revolving Commitments plus and/or separate term loans effected after the principal amount of Term Loans (including any such Incremental Term LoansFourth Amendment Effective Date pursuant to this Section 11.01(b) 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 250,000,000; (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 exist at the time of the effectiveness amendment giving effect to any such increase in the Revolving Commitments and/or the making of a separate term loan, as applicable, becomes effective; and (C) no Lender shall be obligated to participate in any such increase by increasing its own commitment hereunder unless such Lender elects to do so in its sole discretion at the time of such increase. The terms applicable to any additional Revolving Commitments or term loans, as applicable, shall be the same as those applicable to the initial Revolving Commitments and Tranche B Term Loan, as applicable, (after giving effect to any amendment in connection with the establishment of such additional Revolving Commitments or term loans, as applicable), except in respect of pricing, amortization and maturity; provided, however, that (A) each such Incremental Facility structured as a separate term loan tranche may be provided the right to ratable (with the Tranche B Term Loan and each other Incremental Facility structured as a separate term loan tranche) prepayment in connection with any voluntary or mandatory prepayment, (B) no more than 20% of the initial principal amount of any Incremental Facility structured as a separate term loan tranche shall amortize (pursuant to schedule amortization) prior to the Maturity Date of the Tranche B Term Loan, and (C) the final maturity date of any Incremental Facility structured as a separate term loan tranche shall not occur prior to the Maturity Date of the Tranche B Term Loan or the final maturity date of any other then existing Incremental Facility structured as a separate term loan tranche. (ii) Any such amendment (or amendment and restatement) effected pursuant to Section 11.01(b)(i) shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of each Incremental Facility established thereby (including the amount and the final maturity thereof, any provisions relating to the amortization or mandatory prepayment thereof, the interest to accrue and be payable thereon and any fees to be payable in respect thereof (in each case subject to any applicable restrictions set forth in subsection (i) of this Section 11.01(b)) and to effect such other changes (including changes to the provisions of Section 11.01(a), Section 2.05 and the definition of “Required Lenders”) as the Borrower and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Incremental Facility; provided, however, that no such agreement shall: (A) effect any change described in any of clauses (A), (B), (C), (F) and (G) of Section 11.01(a) without the consent of each Person required to consent to such change under such clause (it being agreed, however, that any increase in the Aggregate Revolving Commitments or establishment of any Incremental Facility consisting of a separate tranche of term loans will not, of itself, be deemed to effect any of the changes described in clauses (A), (B), (C), (F) and (G) of Section 11.01(a)(i), and that modifications to Section 2.12, Section 9.03 or the definition of “Required Lenders” or other provisions relating to voting provisions to provide the Persons providing the applicable Incremental FacilityFacility with the benefit of such provisions will not, by themselves, be deemed to effect any of the changes described in clauses (D) and (E) of Section 11.01(a)(i)), or (B) amend Article VII, VIII or IX in any manner that by its terms benefits one or more tranches, but not all tranches, of Loans or Commitments without the prior written consent of Lenders holding a majority in interest of the Revolving Commitments then existing, if the Lenders holding Revolving Commitments are not so benefited, and of Lenders holding a majority in interest of each separate tranche of term loans then existing and not so benefited, (it being agreed that no provision requiring the Borrower to prepay term loans of one or more Incremental Facilities with the proceeds of Dispositions, Involuntary Dispositions, Debt Issuances, Equity Issuances or with the proceeds of excess cash flow will be deemed to violate this clause). In connection with The loans, commitments and borrowings of any Incremental FacilityFacility established pursuant to this Section 11.01(b) shall constitute Loans, any Lender becoming a party hereto shall (1) execute such documents Commitments and agreements as the Administrative Agent may reasonably request Borrowings under, 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 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 Guaranty set forth in Article IV hereunder and the security interests and Liens created by the Collateral Documents, and the Borrower shall take any actions reasonably required by the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, ensure and/or demonstrate that the Patriot Actrequirements of this sentence are satisfied after the establishment of any such Incremental Facility.

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 two 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 Borrowers, 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) 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 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 Federal Reserve Board, (or in the case of an existing Lender, increases its Revolving Commitmentiv) 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 twelve 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), (v) 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 at any time prior to the date the Loan Obligations are Fully Satisfied, which notice shall be irrevocable once given; provided, however, that after giving effect to any such request Incremental Facility the Term Loans and/or Incremental Revolving Commitments in an aggregate amount of not to exceed the sum of the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Commitments plus the principal amount of Term Loans Lenders (including which may include any existing Lender, it being understood each existing Lender shall have no obligation to participate in any Incremental Facility) willing to provide such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Loans and/or 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 as the case may be; provided that each Incremental Term Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall 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 a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Such notice shall set forth (i) the amount of the Incremental Term Loans and/or Incremental Revolving Commitment, such Lender Commitments being requested (which shall on the date it becomes a Lender hereunder be (or in the case of an existing Lender, increases its Revolving Commitmentx) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to Incremental Term Loans, in minimum increments of $15,000,000, (y) with respect to Incremental Revolving Commitments, in minimum increments of $10,000,000 or (z) equal to the Lenders’ respective remaining Incremental Amount), (ii) 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, (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 pro forma basis with the financial covenants set forth in Sections 7.01 and 7.02 after giving effect to such Incremental Term Loan and/or Incremental Revolving Commitments and the increase Loans to be made thereunder and the application of the proceeds therefrom (including by giving pro forma effect to any acquisition of a Target as if made and applied on the date of the most-recent financial statements of the Borrower delivered pursuant to Section 5.01). CREDIT AGREEMENT, Page 44 (b) The Borrower and each Incremental Term Lender and/or Incremental Revolving Commitments) of any outstanding Revolving Loans, by making available Lender shall execute and deliver to the Administrative Agent for the account of an Incremental Assumption Agreement and such other Lenders, in same day funds, an amount equal documentation as the Administrative Agent shall reasonably specify 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 evidence the Incremental Term Loans of such Incremental Term Lender and/or Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the Incremental Term Loans and/or Incremental Revolving Commitments to be made thereunder; provided that (i) the proceeds of any Incremental Facilities shall rank pari passu in right be used for general corporate purposes of payment with the Revolving Loans Borrower and Term Loansits Subsidiaries (including acquisitions and Investments permitted under Section 6.04) and any other purpose not otherwise prohibited hereunder, (ii) the maturity date of any Incremental Term Loan 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 no 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 (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 Loans calculated as of the date of making such Incremental Term Loan, (iv) the Incremental Term Facilities shall share ratably in any mandatory prepayments of the existing Term Loans, (v) the maturity date or commitment reduction date of any Incremental Revolving Loan shall be treated substantially the same (and in any event not more favorably than) no earlier than the Revolving LoansMaturity Date and such Incremental Revolving Facility shall not require any scheduled commitment reductions prior to the Revolving Maturity Date, (vi) if the initial yield over the applicable base rate (such calculation for both the Incremental Facility and the applicable Credit 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, the Commitment Parties under the Credit Facilities or relevant Persons under the Incremental Facility) in respect of any Incremental Term Loans and/or Incremental Revolving Commitments exceeds the initial yield for the existing applicable Credit Facility by more than 50 basis points (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 Credit 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 50 basis points higher than the initial yield for the existing applicable Credit Facility. Effecting All terms and documentation with respect to any Incremental Facility under this Section is subject which differ from those with respect to the following conditions precedent: (x) no Default or Event of Default Loans under the existing applicable Credit Facility shall be in existence on reasonably satisfactory to the effective date of such increase, Administrative Agent (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 permitted by clauses (ii), (iii), (v) and warranties expressly relate solely (vi) above). The Administrative Agent shall promptly notify each Lender as 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 effectiveness of a representation or warranty qualified by materiality or Material Adverse Effecteach Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, in which case such representation or warranty upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be true amended to the extent (but only to the extent) necessary to reflect the existence and correct terms of the Incremental Term Loans and/or Incremental Revolving Commitments evidenced thereby. Any such deemed amendment may be memorialized in all respectswriting by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) but without the consent of any other Lenders, 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 2.20 unless (i) on and as the date on which such Loan is made or of such earlier dateeffectiveness, the conditions set forth in Section 4.02 shall be satisfied (it being understood that all references to "the occasion of any Borrowing" in Section 4.02 shall be deemed to refer to the Increased Amount Date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (zii) the Administrative Agent shall have received each 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 Effective Date under Section 4.01. CREDIT AGREEMENT, Page 45 (d) 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 2.16 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 Eurodollar 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 Commitment shall be increased in an amount equal to the aggregate Incremental Revolving Commitments.

Incremental Facilities. The Borrower shall have (a) At the right 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 5,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersAdditionally, 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 $50,000,000. (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: (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 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 Federal Reserve Board, (or in the case of an existing Lender, increases its Revolving Commitmentiv) 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 twelve 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), and (v) 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 applicable Increase Date (as defined below). The date of the effectiveness of the increased Revolver Commitments shall be referred to herein as 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. (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. The (a) At any time on or after the Funding Date, the Borrower Representative shall have the right to request increases in the aggregate amount of the Revolving aggregate Tranche A-1 Commitments or the making of incremental term loans hereunder (“Incremental Term LoansTranche A-1 Increase”), to request increases in the amount of the aggregate Tranche A-2 Commitments (“Incremental Tranche A-2 Increase”) or to add one or more new pari passu term loan tranches (“Incremental TL Tranches”, and any such increase or together with each Incremental Term LoansTranche A-1 Increase and Incremental Tranche A-2 Increase, an the “Incremental FacilityFacilities”) (or any combination of the foregoing) 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) Facilities shall not exceed $650,000,000. The allocation of any increase between 400,000,000 in the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increaseaggregate. Each such Incremental Facility must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower Representative and the Administrative Agent shall mutually agree) and integral multiples of $5,000,000 1,000,000 in excess thereofthereof and, with respect to any Incremental Tranche A-1 Increase or Incremental Tranche A-2 Increase, shall identify the applicable Tranche(s) to be increased. The ArrangersLead Arranger, 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 Facilities among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Notwithstanding the foregoing, participation in all or any portion of such Incremental Facility may be offered by the Lead Arranger to any existing Lender in the applicable Tranche selected by the Borrower Representative or to any other bank, financial institution or other institutional lender selected by the Borrower Representative, subject to the approval of the Administrative Agent, in each case to the extent set forth in clause (v) of subsection (f) below. No Lender shall be obligated in any way whatsoever to increase any of its Revolving Commitment Commitments or to provide a new Revolving Commitment or any other Incremental Term LoansFacility, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee, and any such Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank and the Swingline shall become a Lender. . (b) If a new Lender becomes a party to this Agreement as a Tranche A-1 Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”), or if any existing Tranche A-1 Lender is increasing its Revolving Tranche A-1 Commitment, such Lender shall on the date it becomes a Tranche A-1 Lender hereunder (or or, in the case of an existing Tranche A-1 Lender, increases its Revolving Commitment) Tranche A-1 Commitment (and as a condition thereto) purchase from the other Tranche A-1 Lenders its Revolving Tranche A-1 Commitment Percentage (determined with respect to the Tranche A-1 Lenders’ respective Revolving Tranche A-1 Commitments and after giving effect to the increase of Revolving Tranche A-1 Commitments) of any outstanding Revolving Tranche A-1 Loans, by making available to the Administrative Agent for the account of such other Tranche A-1 Lenders, in same day immediately available funds, an amount equal to the sum of (A) the portion of the outstanding principal amount Outstanding Amount of such Revolving Tranche A-1 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 Outstanding 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.Tranche A-1

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 Agent, which notice elect to request the establishment of one or more additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term 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 lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Term Loan Commitments obtained on or prior to such date). The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Term Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Persons providing New Term Loan Commitments shall be irrevocable once givenreasonably satisfactory to the Borrower and, to the extent its consent would be required for an assignment of Loans or Commitments pursuant to Section 13.6, the Administrative Agent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein to the contrary, any New Term Loan Commitments and Loans thereunder held or to be held by Affiliated Lenders, Affiliated Institutional Lenders, Holdings, the Borrower or any Subsidiary shall be governed by the same applicable assignment and participation provisions set forth in Section 13.6 that are applicable to assignments to or purchases by such Persons (as if such Persons had taken such New Term Loan Commitments and Loans thereunder by assignment or participation). In each case, such New Term Loan Commitments shall become effective as of the applicable Increased Amount Date; provided, however, provided that (i) no Event of Default (or no Event of Default under Section 11.1 or Section 11.5 in connection with any acquisition (including any Permitted Acquisition) permitted by this Agreement or any Limited Condition Transaction described in clause (a) or (b) of the definition thereof) shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Term Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall, at the election of the Borrower and agreed to by Lenders providing such New Term Loan Commitments, be designated as (a) a separate series (a “Series”) of New 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. (b) [Reserved]. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be on terms and documentation set forth in the Joinder Agreement as determined by the Borrower; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the then existing Initial Term Loans; (iii) subject to preceding clauses (i) and (ii) as applicable, the pricing, interest rate margins, discounts, premiums, rate floors, fees, amortization schedule and participation in mandatory prepayments (which shall not be on a greater than pro rata basis than the Initial Term Loans but may be on a less than pro rata basis at the option of the Borrower and the Lenders thereunder) applicable to any New Term Loans shall be determined by the Borrower and the Lenders thereunder; provided, further that clauses (i) and (ii) shall not apply to any bridge loan, the terms of which provide for an automatic extension of the maturity date to a date that is not earlier than the Initial Term Loan Maturity Date; provided, further, that if the Effective Yield for LIBOR Loans or ABR Loans in respect of such New Term Loans exceeds the Effective Yield for LIBOR Loans or ABR Loans in respect of the then existing Initial Term Loans by more than 0.75%, the Applicable Margin for LIBOR Loans or ABR Loans in respect of the then existing Initial Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loans is equal to the Effective Yield for LIBOR Loans or ABR Loans in respect of the New Term Loans minus 0.75%; (iv) any New Term Loans and New Term Loan Commitments, to the extent secured, shall be secured only by the Collateral securing the Obligations on a pari passu or junior basis and, if on a junior basis, shall be subject to the Junior Intercreditor Agreement, and shall only be guaranteed by the Guarantors; provided that (x) any New Term Loans or New Term Loan Commitments that are unsecured or that are secured on a junior basis to the Obligations shall be documented as a separate facility pursuant to separate documentation from the Credit Documents and (y) any New Term Loans or New Term Loan Commitments that are secured on a pari passu (without regard to the control of remedies) with the Obligations but that are documented as a separate facility pursuant to separate documentation from the Credit Documents shall be subject to the Closing Date Intercreditor Agreement and the Pari Passu Intercreditor Agreement; and (v) to the extent such terms and documentation are not consistent with the then existing Initial Term Loans, (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be (x) added for the benefit of all Lenders, (y) be applicable only after the Latest Term Loan Maturity Date or (z) reasonably satisfactory to the Required Lenders. (e) [Reserved]. (f) Each Joinder Agreement may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Documents (including amendments in order for the New Term Loan Commitments or New Term Loans provided pursuant to such Joinder Agreement to be fungible with the existing Commitments or Loans of such Class, as applicable) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.14. (i) The Borrower may at any time, and from time to time, request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Incremental Facility Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall not be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the maturity date of the relevant Existing Term Loan Class (a “Permitted Other Provision”); provided that (x) the scheduled final maturity date shall be extended all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5 or in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in clause (iv) of this Section 2.14(g)), and (y) (A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and/or (B) additional fees, premiums or applicable high-yield discount obligation (“AHYDO”) payments may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment and to the extent that any Permitted Other Provision (including a financial maintenance covenant) is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such Permitted Other Provision is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or if such Permitted Other Provision applies only after the maturity date of the relevant Existing Term Loan Class. Notwithstanding anything to the contrary in this Section 2.14 or otherwise, no Extended Term Loans may be optionally prepaid prior to the date on which the Existing Term Loan Class from which they were converted is repaid in full, except in accordance with the second sentence of Section 5.1. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were converted. (ii) [Reserved]. (iii) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans of the existing Class or Classes subject to such Term Loan Extension Request converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Term Loan Extension Request of the amount of its Term Loans of the existing Class or Classes subject to such Term Loan Extension Request that it has elected to convert into Extended Term Loans. In the event that the aggregate amount of the sum Term Loans of the Revolving Commitments plus existing Class or Classes subject to Extension Elections exceeds the principal amount of Extended Term Loans requested pursuant to the Term Loan Extension Request, Term Loans of the existing Class or Classes subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (including any such Incremental Term Loansiv) shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Incremental Extended Term Loans shall be made at the time Borrower requests such increase. Each such Incremental Facility must be established pursuant to 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 amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the final sentence of this Section 2.14(g)(iv) and notwithstanding anything to the contrary set forth in connection with any such requested increase must be an Eligible Assignee andSection 13.1, if such new Lender is assuming Revolving Commitments, must be subject to shall not require the consent of each Issuing Bank and any Lender other than 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 Extending 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 Extended Term Loans (iestablished thereby) 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 BorrowerCredit Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any Lender providing tranche of Extended Term Loans in an aggregate principal amount that is less than $10,000,000. In addition to any terms and changes required or permitted by Section 2.14(g)(i), each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such Incremental Facilitytime) with respect to the final maturity and weighted average life to maturity of New Term Loans incurred following the date of such Extension Amendment. Notwithstanding anything to the contrary in this Section 2.14(g) and without limiting the generality or applicability of Section 13.1 to any Section 2.14 Additional Amendments, which supplement any Extension Amendment may include provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such amendments additional amendment, a “Section 2.14 Additional Amendment”) to this agreement Agreement and the other Credit Documents; provided that such Section 2.14 Additional Amendments are within the requirements of Section 2.14(g)(i) and do not become effective prior to the time that such Section 2.14 Additional Amendments have been consented to (including, without limitation, pursuant to (1) consents applicable to holders of New Term Loans provided for in any Joinder Agreement and (2) consents applicable to holders of any Extended Term Loans provided for in any Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Section 2.14 Additional Amendments to become effective in accordance with Section 13.1. (v) Notwithstanding anything to the Administrative Agent deems reasonably necessary or appropriate contrary contained in this Agreement, on any date on which any existing Class is converted to implement extend the related scheduled maturity date(s) in accordance with clause (i) above (an “Extension Date”), the aggregate principal amount of such Incremental Facility contemplated existing Term Loans shall be deemed reduced by this Section 2.17.an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with the consent of the Guarantors thereto; any other Extended Term Loans so established on such date). (iiivi) an opinion of counsel to the Borrower and the Guarantors, and addressed to the The Administrative Agent and the Lenders covering hereby consent to the consummation of the transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest, fees, or premium in respect of any Extended Term Loans on such matters terms 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, may be set forth in the amount of such Revolving Lender’s Revolving Commitment or aggregate Term Loans at relevant Extension Amendment) and hereby waive 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 requirements of any Lender that is organized under the laws provision of a jurisdiction outside of the United States of Americathis Agreement (including, 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 Actany pro rata payment or amendment section) or any other Credit Document that may otherwise prohibit or restrict any such extension or any other transaction contemplated by this Section 2.14.

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 $650,000,000275,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increaseIncremental Facility. 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 Incremental Facility 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 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 Loans, (yiii) 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 Term 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 increaseIncremental Facility, (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 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 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 (a) Subject to the terms of the NBA Consent Letter in each event, the HoldCo 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 HoldCo Borrower proposes that the Incremental Facility must Commitments shall be an aggregate minimum effective, which shall be a date not less than five 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 HoldCo 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 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 HoldCo 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 HoldCo 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 HoldCo 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 HoldCo 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 HoldCo 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 HoldCo 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 HoldCo 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 HoldCo 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 compensation by the HoldCo Borrower pursuant to the Administrative Agent, copies certified by provisions of Section 2.13 if 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 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 HoldCo 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 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 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 Revolver 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 Borrowers, 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 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 $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 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 CommitmentX of the Federal Reserve Board, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitmentiv) 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 twelve months (on a month-by-month basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase and (v) 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 (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 pursuant to the Revolving Lenders amounts payable, if any, increased Revolver Commitments (which interest margins may be 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 the increased Revolving Commitment and Revolver Commitments, higher than or equal to the Incremental Term Loans (i) shall rank pari passu in right of payment with the interest margins applicable to Revolving Loans and Term Loans, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii) set forth 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 this Agreement immediately 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, the increased Revolver Commitments (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 Facilityincreased (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. In connection with any Incremental Facility, (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 the Administrative Agent in order that, after giving effect to comply 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 “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Acttheir Pro Rata Share after giving effect to such increased Revolver Commitments.

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 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 and integral multiples of $1,000,000 in excess of that amount (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). Notwithstanding anything to the contrary herein, the aggregate amount of the New Revolving Credit Commitments or the making of incremental term loans hereunder (“Incremental and New 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 LoansCap plus, (ii) shall be equally and ratably secured with the Revolving Loans and Term Loans, (iii1) in the case of Incremental a New Revolving Credit Commitment or New Term Commitment that serves to effectively extend the maturity of any Revolving Credit Facility or New Term Loan Facility, an additional amount of New Revolving Credit Commitments or New Term Commitments equal to the Revolving Credit Commitments or New Term Loans under the Revolving Credit Facility or New Term Loan Facility, respectively, to be replaced with such New Revolving Credit Commitment or New Term Commitment, as applicable, (2) in the case of a New Revolving Commitment or New Term Commitment that effectively replaces any Revolving Credit Commitment simultaneously terminated or New Term Loan simultaneously repaid pursuant to Section 3.07, an additional amount of New Revolving Credit Commitments or New Term Commitments equal to the Revolving Credit Commitments or New Term Loans under the Revolving Credit Facility or New Term Loan Facility to be replaced with such New Revolving Credit Commitment or New Term Loan and (3) the amount of any voluntary prepayments of the Loans (other than Swing Line Loans) (in the case of any prepayment of Revolving Credit Loans and/or New Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the relevant Revolving Credit Commitment) other than any such voluntary prepayment financed with the proceeds of long-term Indebtedness. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) 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) and (B) the identity of 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 Borrower proposes any portion of such New Revolving Credit Commitments or New Term Commitments, as applicable, be allocated and the amounts of such allocations; provided that (x) shall not mature earlier than any Lender approached to provide all or a portion of the New Revolving Credit Commitments or New Term Loans Commitments may elect or decline, in its sole discretion, to provide a New Revolving Credit Commitment or a New Term Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any New Revolving Credit Commitment or New Term Commitment) and (y) the Administrative Agent, the L/C Issuers and the Swing Line Lender shall have no amortization or otherwise be permitted consented (such consent not to be prepaid prior unreasonably withheld) to such Person’s providing such New Revolving Credit Commitments or New Term 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; provided that (1) except, in the case of any New Term Loan Maturity DateCommitment, and (iv) shall be treated substantially as otherwise agreed by 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) New Term Lenders providing such New Term Commitments, no Default or Event of Default shall be in existence exist on the effective date of such increaseIncreased Amount Date after giving effect to such New Revolving Credit Commitments or New Term Commitments, as applicable, (y2) after giving effect to the representations and warranties made making of any New Term Loans or deemed made by effectiveness of New Revolving Credit Commitments, the Borrower and any other Loan Party conditions set forth in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects Sections 4.03(a) (except except, in the case of a representation or warranty qualified any New Term Commitment, as otherwise agreed by materiality or Material Adverse Effect, in which case the New Term Lenders providing such representation or warranty New Term Commitments) and 4.03(c) shall be true satisfied, (3) the Borrower 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 its Restricted Subsidiaries shall be true in 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 correct in all respectswith respect to any New Revolving Credit Commitment or New Term Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment or New Term Commitment) on and but without netting the cash proceeds of any borrowing (or deemed borrowing) under any New Revolving Credit Commitment or New Term Commitment, as of such earlier date)applicable, and (z4) the Administrative Agent New Revolving Credit Commitments or New Term Commitments, as applicable, shall have received each of the following, in form and substance satisfactory be effected pursuant to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary one or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such more Incremental Facility Agreements executed 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 delivered by the Borrower, the New Revolving Credit Lenders or New Term Lenders, as applicable, and the Administrative Agent 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 Lender providing such Incremental Facilitypayments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments or New Term Commitments, which supplement may include such amendments if applicable, and (6) the Borrower shall deliver or cause to this agreement as be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent deems reasonably necessary or appropriate in connection with any such transaction. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected through an increase to implement such Incremental Facility contemplated by this Section 2.17.any existing Class of Revolving Credit Commitments, together with subject to the consent satisfaction of the Guarantors thereto; foregoing terms and conditions, (iiia) an opinion each of counsel 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 attributable to such Class of Revolving Credit Commitments 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 of such Class after giving effect to the Borrower addition of such New Revolving Credit Commitments to such Class of Revolving Credit Commitments, (b) each such New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment of such Class and the Guarantorseach Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan of such Class and addressed (c) each New Revolving Credit Lender shall become a Lender with respect to the such New Revolving Credit Commitment and all matters relating thereto. The Administrative Agent and the Lenders covering such matters 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 term loan commitments made on an Increased Amount Date shall be designated as reasonably requested by the Administrative Agent; and (iv) new a separate Class of New Term Loans or replacement New Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating in such Incremental FacilityCredit Loans, as applicable, in 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 amount satisfaction of the foregoing terms and conditions, (i) each New Term Lender of such Revolving Lender’s Revolving Class shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment or aggregate 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 at 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 time establishment of one or more new revolving credit commitments, subject to the satisfaction of the effectiveness 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. (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the applicable Incremental Facility. In connection with any Incremental FacilityBorrower’s notice of each Increased Amount Date and in respect thereof (x) the Class of New Revolving Credit Commitments and the New Revolving Credit Lenders of such Class or the Class of New Term Commitments and the New Term Lenders of such Class, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request applicable, and (2y) in the case of each notice to any Revolving Credit Lender that is organized under with respect to an increase in the laws of a jurisdiction outside Revolving Credit Commitments, the respective interests in such Revolving Credit Lender’s Revolving Credit Commitments, in each case subject to the assignments contemplated by Section 2.14(b). (e) The terms and provisions of the United States New Term Loans and New Term Commitments or the New Revolving Credit Loans and New Revolving Credit Commitments, as the case may be, of Americaany Class shall be as agreed between the Borrower and the New Term Lenders or New Revolving Credit Lenders, provide as applicable, providing such New Term Loans and New Term Commitments or such New Revolving Credit Loans and New Revolving Credit Commitments; provided that: (i) (x) the Maturity Date of any Class of New Term Loans shall be no earlier than the later of (1) one year following the Latest Maturity Date of any Revolving Credit Loans at the time such Class of New Term Loans is established and (2) the Latest Maturity Date of any then outstanding New Term Loans and (y) 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 any then outstanding New Term Loans (except by virtue of amortization or prepayment of any then outstanding New Term Loans prior to the time of such incurrence); provided that any such New Term Loans may amortize at a rate not to exceed 10.00% per annum, payable quarterly; (ii) the Maturity Date of any Class of New Revolving Credit Commitments and New Revolving Credit Loans shall be no earlier than the Latest Maturity Date of the other then outstanding Revolving Credit Commitments and will require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of any then outstanding Revolving Credit Commitments; (iii) all material terms of any New Revolving Credit Commitments and New Revolving Credit Loans applicable prior to the Latest Maturity Date of any then outstanding Revolving Credit Commitments shall be substantially identical to the existing Revolving Credit Commitments and Revolving Credit Loans other than as set forth in Section 2.14(e)(ii) or otherwise reasonably acceptable to the Administrative Agent; provided that, its name, address, tax identification number and/or such other information as notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) the borrowing and repayment of Loans with respect to New Revolving Credit Commitments after the associated Increased Amount Date shall be necessary made on a pro rata basis with all other Revolving Credit Commitments (except for (1) payments of fees (other than in respect of undrawn commitments) at different rates on New Revolving Credit Commitments, (2) repayments required upon the Maturity Date of any original Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (C) below)), (B) 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 Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments, (C) 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; (D) 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; and (E) if the interest rate, or the commitment fee on the undrawn portion, of such New Revolving Credit Loans or New Revolving Credit Commitments exceeds that of the then outstanding Revolving Credit Loans or Revolving Credit Commitments, as applicable, then the interest rate (including with respect to Revolving Credit Loans then outstanding), or the commitment fee with respect to the then outstanding Revolving Credit Commitments, as applicable, will be increased to equal that of the New Revolving Credit Loans or New Revolving Credit Commitments, as applicable; (iv) any New Revolving Credit Commitments may constitute the same or 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 (A) notwithstanding the foregoing, all terms of any New Revolving Credit Commitments or New Revolving Credit Loans that are added to an existing Class of Revolving Credit Commitments or Revolving Credit Loans shall be identical to the terms of such existing Class and (B) 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; (v) all material terms of any New Term Loans applicable prior to the Latest Maturity Date of any then outstanding Revolving Credit Commitments shall be substantially identical to the existing Revolving Credit Commitments and Revolving Credit Loans (or, if applicable, any then outstanding New Term Loans) other than as set forth in Section 2.14(e)(i) or otherwise reasonably acceptable to the Administrative Agent (it being understood that such terms shall be acceptable if the then outstanding Revolving Credit Commitment and Revolving Credit Loans (and, if applicable, any then outstanding New Term Loans) also receive the benefit of any terms that are more favorable to comply with “know your customer” the New Term Lenders); provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) the New Term Loans (x) may contain mandatory prepayment provisions in respect of asset sales and Anti-Money Laundering Lawscasualty events, including without limitation, excess cash flow and the Patriot Act.incurrence of indebtedness as determined by the Borrower and the lender(s) providing such New Term Loans; provided that such provisions shall (A) be substantially identical to the provisions applicable to any then outstanding Ne

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. (a) The Borrower Parent 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 Term Loans (any such Terms Loans, “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 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 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, (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 Applicable Margin for such Incremental Term Loans; provided, that (1) upon the effectiveness of each Incremental Term Loan or increase in Revolving Loans. Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) Commitments no Default or Event of Default has occurred and is continuing or shall be result therefrom; (2) on a Pro Forma Basis after giving effect to the incurrence of any Incremental Term Loans or increased Revolving Commitments, (assuming in existence on the effective date case of an increase in the Revolving Commitments the full drawing of such increaseincreased Revolving Commitments and, without duplication, after giving effect to (x) the borrowing of any Revolving Loans on such day under such increased Revolving Commitments, (y) other permitted pro forma adjustment events and (z) any permanent repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with borrowing), the Parent is in compliance with the financial covenants in Section 7.1; (3) in the case of an incurrence of an Incremental Term Loan, the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the Weighted Average Life to Maturity of any then-outstanding Term Loans, (4) upon the effectiveness of each incurrence of any Incremental Term Loans or increase in Revolving Commitments, 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 to the case of extent (i) any such representations and warranties relate, by their terms, to a representation or warranty qualified by materiality or Material Adverse Effectspecific date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects on and as of such specific date and (ii) any such representations and warranties are qualified by materiality, in which case such representations and warranties 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 (z5) the Administrative Agent shall have received each all flood hazard determination certifications, acknowledgements and evidence of the following, in form flood insurance and substance satisfactory other flood-related documentation with respect to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified real property Collateral as required 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 applicable law 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 required 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” applicable law or the requirements of its regulators. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and Anti-Money Laundering Lawsincremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph (together with the aggregate amount of all Incremental Equivalent Indebtedness incurred after the Closing Date) shall not exceed the Incremental Amount and (ii) without the consent of the Administrative Agent, including without limitationeach increase effected pursuant to this paragraph shall be in a minimum amount of at least $20,000,000 or if less the balance of the remaining aggregate principal amount available. 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 (which consent shall not be unreasonably withheld) of the Parent, the Patriot ActAdministrative Agent, the Issuing Lenders (in the case of a Revolving Facility only) and the Swingline Lender (in the case of a Revolving Facility only), elects to become a “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 G, 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. (c) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date with respect to the Revolving Facility, the Borrowers 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 (and, in the case of Term SOFR Loans, of each Term SOFR Tranche) which would then have been outstanding from such Lender if (i) each such Type or Term SOFR Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Term SOFR Tranche requested to be so borrowed or effected had been proportionately increased. Term SOFR applicable to any Term SOFR Loan borrowed pursuant to the preceding sentence shall equal Term SOFR then applicable to the Term SOFR Loans of the other Lenders in the same Term SOFR Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Parent and the relevant Lender).

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. 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 shall have the right may, elect to request the establishment of one or more additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term 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 lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Term Loan Commitments obtained on or prior to such date) which may be Incurred in Dollars, Euros or Pounds Sterling. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Term Loan -88- US-DOCS\118329784.▇▇▇▇▇▇▇▇▇▇.6 (b) [Reserved]. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be on terms and documentation set forth in the Joinder Agreement as determined by the Borrower; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the then existing Initial Term Loans as calculated without giving effect to any prepayments made in connection with the Initial Term Loans; (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and, subject to clauses (i) and (ii) above, amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that, with respect to any broadly syndicated New Term Loan Incurred pursuant to clause (i) of the definition of Maximum Incremental Facilities Amount that matures earlier than the date that is two years after the Initial Term Loan Maturity Date, only during the period commencing on the Closing Date and ending on the date that is six months after the Closing Date, if the Effective Yield for LIBOR Loans or ABR Loans in respect of such New Term Loans exceeds the Effective Yield for LIBOR Loans or ABR Loans in respect of the then existing Initial Term Loans of the same currency by more than 0.50%, the Applicable Margin for LIBOR Loans or ABR Loans in respect of the then existing Initial Term Loans of the same currency shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loans of the same currency is equal to the Effective Yield for LIBOR Loans or ABR Loans in respect of the New Term Loans minus 0.50%; provided that, any amendments to the applicable margin on the Initial Term Loans that became effective subsequent to the Restatement Effective Date but prior to the time of such New Term Loans shall be included in the calculation of the Effective Yield (the terms of this proviso to this clause (iii), the “MFN Protection”); and (iv) to the extent such terms and documentation are not consistent with the then -89- US-DOCS\118329784.▇▇▇▇▇▇▇▇▇▇.6 (e) [Reserved]. (f) 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 opinion of the Administrative Agent, to effect the provision of this Section 2.14. (g) (i) The Borrower may at any time, and from time to time, request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of the Revolving Commitments or the making of incremental term loans hereunder such Term Loans (any such Term Loans which have been so converted, “Incremental Extended Term Loans”, ) and to provide for other terms consistent with this Section 2.14(g). In order to establish any such increase or Incremental Extended Term Loans, an “Incremental Facility”) by providing written the Borrower shall provide a notice to the Administrative AgentAgent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which notice shall not be irrevocable once givenmaterially more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the Initial Term Loan Maturity Date (a “Permitted Other Provision”); provided, however, that after giving effect to (x) the scheduled final maturity date shall be extended and all or any such Incremental Facility the aggregate amount of the sum scheduled amortization payments of principal of the Revolving Commitments plus the principal amount of Extended Term Loans (including any such Incremental Term Loans) shall not exceed $650,000,000. The allocation may be delayed to later dates than the scheduled amortization of any increase between principal of 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 Existing 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 Loan Class (with any such requested increase must be an Eligible Assignee and, if such new Lender is assuming Revolving Commitments, must be subject delay resulting in a corresponding adjustment 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 (scheduled amortization payments reflected in Section 2.5 or in the Joinder Agreement, as the case of an existing Lendermay be, 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 Existing Term Loan Class from which such other LendersExtended Term Loans were converted, 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 each case 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 more particularly set forth 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 paragraph (iv) shall be treated substantially the same (and in any event not more favorably than) the Revolving Loans. Effecting any Incremental Facility under of this Section is subject to the following conditions precedent: (x2.14(g) no Default or Event of Default shall be in existence on the effective date of such increasebelow), (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 (a) At any time during the period from and after 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 Revolver 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 3 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), 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 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 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 date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount (such date being 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 amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.14. (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. 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 LEGAL 4867-4266-3982v.3 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 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 Third Amendment and Restatement Effective Date under Section 4.01 and such additional documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bring downs) 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 On one or more occasions at any time after the right to request increases in Effective Date, 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”) Borrowers may by providing written notice to the Administrative AgentAgent elect to request (A) an increase to the existing Revolving Commitments of a Revolving Tranche (any such increase, the “New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”, together with the New Revolving Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $600,000,000 for all Incremental Commitments. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose that such Incremental Commitments shall be effective, which notice shall be irrevocable once givena 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 Borrowers, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided, however, provided that after giving effect to (x) any such Incremental Facility Commitments on any Increased Amount Date shall be in the 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 $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 20,000,000 (or in the case of a Foreign Currency, the smallest amount of such Foreign Currency that is an integral multiple of 100,000 units of such currency and that has a Dollar Amount in excess of $20,000,000), (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Lenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Lender so approached fails to respond, such Lender shall be deemed to have declined to provide such Incremental Commitments, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrowers and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Commitment, the Issuing Banks and the Swingline Lenders (each of which approvals shall not be unreasonably withheld), unless such New Revolving Loan Lender or New Term Loan Lender is 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 Commitments shall be identical to the Lenders’ respective existing Revolving Commitments of the applicable Revolving Tranche. The terms and after giving effect to the increase of Revolving Commitments) provisions 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 New Term Loan Commitments 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 New Term Loans, (iia) if New Term Loan Commitments to add to the then existing A-1 Term Commitments and make additional A-1 Term Loans, shall be equally and ratably secured with the Revolving Loans and identical as existing A-1 Term Loans, (b) if New Term Loan Commitments to add to the then existing A-2 Term Commitment and make additional A-2 Term Loans, shall be identical as existing A-2 Term Loans, and (c) if New Term Loan Commitments to add a new tranche of Term Loans, shall (i) provide that the maturity date of any such new New Term Loan shall be no earlier than the latest Maturity Date, (ii) not have any scheduled amortization payments, (iii) provide for Applicable Rate for such New Term Loans to be as determined by the Borrowers and the New Term Loan Lenders in the case respect of Incremental such New Term Loans, (xiv) shall not mature earlier than share ratably in any prepayments of the existing Term Facility, unless the Borrowers and the New Term Loan Lenders in respect of such New Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior to the Term Loan Maturity Dateelect lesser payments, and (ivv) otherwise be identical to the existing Term Loans or reasonably acceptable to the Administrative Agent. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment 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 satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and, in the case of a New Term Loan Commitment, the borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall be exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrowers would have been in existence on compliance with the effective date of such increase, financial covenants set forth in Section 6.11; (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party Borrowers 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 other than any representation or warranty qualified by materiality or as to “materiality”, “Material Adverse Effect” or similar language, 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 other than any representation or warranty qualified by materiality or as to “materiality”, “Material Adverse Effect” or similar language, 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 under the Loan Documents; 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 Borrowers to authorize such Incremental Facility Commitments and (B) all corporate, partnership, member member, or other necessary action taken by each the Guarantor authorizing the guaranty of such Incremental FacilityCommitments; and (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 Borrowers and the GuarantorsGuarantor (which may be in substantially the same form as delivered on the Effective Date and may be delivered by internal counsel of the Borrowers), 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 notes executed by the BorrowerBorrowers, payable to any new Lender, and replacement notes executed by the Borrowers, payable to any existing Lenders. On any Increased Amount Date on which New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders participating of the applicable Revolving Tranche shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Lenders shall purchase from each of the Revolving Lenders of such Revolving Tranche, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans of such Incremental FacilityRevolving Tranche 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 such existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments of such Revolving Tranche after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments of such Revolving Tranche, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment of such Revolving Tranche and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan of such Revolving Tranche and (c) each New Revolving Loan Lender shall become a Lender with respect to its New Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrowers’ notice of each Increased Amount Date and in respect thereof (y) the New Revolving Commitments and the New Revolving Loan Lenders or the New Term Loan Commitments and the New Term Loan 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 Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The upfront fees payable to the New Revolving Loan Lenders and/or New Term Loan Lenders shall be determined by the Borrowers and the applicable New Revolving Loan Lenders and/or New Term Loan Lenders. The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrowers, the New Revolving Loan Lender that is organized under the laws of a jurisdiction outside of the United States of Americaor New Term Loan Lender, provide to 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 are consistent with this Section 2.04 and 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 2.04.

Incremental Facilities. 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. (a) 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. (b) 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 Fifth Amendment and Restatement Effective Date under Section 4.01 and such additional documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bring downs) 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 respectsc) 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 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 and ratably secured with the Revolving Loans and Term Loansapplicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any Incremental Tranche A Facility shall not mature earlier be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, 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) shall have no amortization or otherwise be permitted to be prepaid prior if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loan Maturity DateLoans or any Tranche B Term Loans, and 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 any Tranche B Term Loans, shall be required, (ivii) 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) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be treated substantially not shorter than the same (then remaining weighted average life to maturity of the then-existing Tranche A Term Loans 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 weighted average life to maturity of any other Loan Party in Incremental Term Facility that consists of any Loan Document to which such Loan Party is a party Tranche B Term Loans shall be true and correct not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in all material respects connection with any repricing transaction, (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectv) any Incremental Tranche B Facility may also, 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 so provided in the case of a representation or warranty qualified by materiality or Material Adverse Effectapplicable Increased Facility Activation Notice, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and specify whether (zv) 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 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 of the Revolving Incremental Commitments plus the principal amount of Term Loans (including established at any such Incremental Term Loans) time shall not exceed $650,000,000. The allocation of any increase between the Revolving Commitments and Permitted Incremental Term Loans shall be made Amount at the time Borrower requests such increasetime. 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 any new such Lender becoming that fails to respond to such approach shall be deemed to have declined to provide such Incremental Revolving Commitment or Incremental Term Commitment, as the case may be) and (y) any 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, an Affiliate of a Lender or an Approved Fund 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 Lender).The terms and conditions 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 Incremental Revolving Commitment Percentage (determined with respect and Loans and other extensions of credit to be made thereunder shall be identical to those of the Lenders’ respective Revolving Commitments and after giving effect to the increase Loans and other extensions of Revolving Commitments) of any outstanding Revolving Loanscredit made thereunder, 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 and shall be treated as a single Class with 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 Commitments 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 terms and conditions 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, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche B Term Commitments and the Tranche B Term Loans; provided that (i) if the Weighted Average Yield applicable to any Incremental Term Loans exceeds by more than 0.50% per annum the applicable Weighted Average Yield payable pursuant to the terms of this Agreement, as amended through the date of such calculation, with respect to Tranche B Term Loans, then the Applicable Margin then in effect for Tranche B Term Loans shall rank pari passu in right of payment automatically be increased to a level such that the Weighted Average Yield with respect to the Revolving Tranche B Term Loans and is 0.50% per annum below the Weighted Average Yield with respect to such Incremental Term Loans, (ii) the weighted average life to maturity of any Incremental Term Loans 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 no shorter than the remaining weighted average life to maturity of the Tranche B Term Loans and (yiii) shall have no amortization or otherwise be permitted to be prepaid prior to the Incremental Term Loan Maturity Date shall be earlier than the Tranche B Term Maturity Date. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and (iv) any Incremental Term Loans made thereunder, shall be treated substantially the same designated as a separate series (each a “Series”) of Incremental Term Commitments 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 for all purposes 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 Actthis Agreement.

Incremental Facilities. The Borrower (a) At any time during the period from and after the Closing Date through but excluding 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 Revolver 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 $2,500,000 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 2 occasion 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 $10,000,000. (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), 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 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 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 Federal Reserve Board, (or in the case of an existing Lender, increases its Revolving Commitmentiv) 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 twelve months (on a month-by-month basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase, and (v) 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 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 pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable to Revolving Lenders amounts payableLoans hereunder immediately prior to the applicable Increase Date (as defined below). (c) Unless otherwise specifically provided herein, if anyall 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 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 Applicable Margin for such Incremental Term Loans; provided, that (i) the interest rate margins with respect to any Incremental Term Loans shall not be greater than the interest rate with respect to 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; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans or the Incremental Term Facility, 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 Facility includes an interest rate floor different than any interest rate floor applicable to the Term A Loans, 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, 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 any Incremental Term Facility shall be not shorter than the then remaining weighted average life to maturity of the Tranche A Term Loans and (iv) the Administrative Agent shall have received each of such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the followingforegoing, in form and substance satisfactory to the Administrative Agent: (i) if the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not previously delivered 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 Administrative Agent, copies certified by the Secretary or Assistant Secretary (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (Ay) all corporate, partnership, member or other necessary action taken 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 authorize such Incremental Facility and participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (Bb) all corporateAny additional bank, partnership, member financial institution or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement to this Agreement executed by the Borrowerentity which, 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 theretoBorrower 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 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 transaction described in Section 2.24(a) shall execute a New Lender Supplement (iiieach, a “New Lender 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. (c) Unless otherwise agreed by the Administrative 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 opinion amount determined by reference to the amount of counsel each Type of Loan (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 Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the Guarantorsrelevant 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 to reflect the existence and addressed to terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by 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 with the Borrower, payable ’s consent (not 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 (1be unreasonably withheld) 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 Subject to the terms and conditions set forth herein, the Borrower shall have the right right, at any time, to request increases incur additional Indebtedness under this Agreement in the an aggregate amount of up to $125,000,000 (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 which may be borrowed in the form of one increase to the Term Loan. The following terms and conditions shall apply to the Incremental Facility: (i) the terms and conditions of the Incremental Facility shall be reasonably satisfactory to the Administrative AgentAgent and the Incremental Facility Lenders (as such term is defined below), which notice (ii) the Incremental Facility shall constitute a Credit Party Obligation, (iii) the Incremental Facility shall have the same terms (including interest rate and Maturity Date) as the Term Loan, unless the Incremental Facility Lenders otherwise agree to any terms less favorable to the Incremental Facility Lenders than the terms of the Term Loan, (iv) the Incremental Facility shall be irrevocable once given; providedentitled to the same voting rights as the existing Term Loan, howevershall vote with the Term Loan and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loan, that after giving effect to any such (v) the 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 obtained from existing Lenders and/or or from other banks, financial institutions and other institutional lenders or investment funds, in each case in accordance with the terms set forth below (such Persons being referred to herein as the “Incremental Facility Lenders”), (vi) the proceeds of the Incremental Facility will be used to repay the Convertible Senior Notes with any excess to be approached available to pay any fees and expenses associated therewith, working capital and general corporate requirements of the Credit Parties and their Subsidiaries, (vii) the Borrower shall execute such promissory notes as are necessary and requested by the Incremental Facility Lenders to reflect the Incremental Facility, (viii) the Borrower shall pledge additional Collateral in an amount necessary to comply with respect to such increase or Incremental Term Loans Section 5.12(a) 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 terms satisfactory to the Administrative Agent for to secure the account of such other LendersIncremental Facility, in same day funds, an amount equal to (Aix) the portion conditions to Extensions 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 Credit in 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 4.1 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), satisfied and (zx) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each of the following, case in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered , demonstrating that, after giving effect to the Incremental Facility, the Borrower will be in compliance with the financial covenant set forth in Section 5.9. Participation in the Incremental Facility shall be offered first to each of the existing Lenders on a pro rata basis, but none of such Lenders shall have any obligation to provide all or any portion of any the Incremental Facility. If the amount of the Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to the Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent, copies certified by Agent to join this Credit Agreement as Lenders hereunder for the Secretary or Assistant Secretary portion of (A) all corporate, partnership, member or other necessary action the Incremental Facility not taken by the Borrower existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements 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 give effect thereto 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 Borrower may reasonably requested by request. Notwithstanding any provision of this Credit Agreement to the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrowercontrary, 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 is authorized, to enter into, on behalf of all Lenders, any amendment, modification or supplement to this Credit Agreement or any other Credit Document as may reasonably request and (2) in be necessary to incorporate the case of any Lender that is organized under the laws of a jurisdiction outside terms of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information Incremental Facility as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actdescribed hereinabove.

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”). Agent (at the direction of the Borrowers) by providing written notice shall 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) or any prospective Lender who, howeverunless such prospective Lender is an Affiliate of an existing Lender, that after giving effect is reasonably satisfactory to any such Incremental Facility the aggregate Agent in its Permitted Discretion and Borrowers, to become a Lender in connection with a proposed Increase. Any Increase pursuant to this Section 2.14 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 thereofthereof (or such lesser amount as is required to use the remaining amount of possible increases pursuant to this Section 2.14). The Arrangers, in consultation with In no event may 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 Revolver Commitments and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall Maximum Revolver Amount 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 increased pursuant 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 Section 2.14 on the date it becomes a Lender hereunder (or more than four occasions in the case of an existing Lenderaggregate for all such Increases. Additionally, increases its Revolving Commitment) (it is understood 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, agreed that 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) no event shall the aggregate amount of payments previously made by the other Revolving Lenders under Increases to the Revolver Commitments pursuant to this Section 2.4.(j2.14 exceed $250,000,000. (b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion Each of the outstanding principal amount of such Revolving Loans. The Borrower following shall pay be conditions precedent to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result any Increase of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment Revolver Commitments and the Incremental Term Loans Maximum Revolver Amount in connection therewith (i) shall rank pari passu Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) in right of payment accordance with the Revolving Loans above clause (a) to provide the applicable Increase and Term Loansany such Lenders (or prospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent in its Permitted Discretion, to which such Lenders (or prospective lenders), Borrowers, and Agent are party and (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 on the effective date of such increaseIncrease, (y) nor shall either result from the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which effectiveness of 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) Increase on the effective date of such increase except Increase, (c) The interest rate margins with respect to the extent that such representations and warranties expressly relate solely Revolving Loans to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in be made pursuant to the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty increased Revolver Commitments shall be true and correct in all respects) on and the same as of such earlier date), and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory interest rate margin applicable to Revolving Loans hereunder immediately prior 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 date of the effectiveness of the applicable Incremental Facilityincreased Revolver Commitments (the “Increase Date”)). In connection 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. (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 Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (e) 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. (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 ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount. (g) As of the effective date of any increase in the Revolver Commitments and the Maximum Revolver Amount, each reference to the term “Availability” herein, and in any other Loan Document shall be deemed amended so that (A) the ratio of the Availability and the Maximum Revolver Amount as so increased remains the same as prior to such increase, and (B) the reference to dollar amounts in the definition of Borrowing Base (as such amounts may be adjusted from time to time in accordance with “know your customer” and Anti-Money Laundering Laws, including without limitation, this Section 2.14(g)) shall be adjusted to bear the Patriot Actsame relationship to the Maximum Revolver Amount as increased as each had borne to the Maximum Revolver Amount prior to such increase.

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 of the Revolving Incremental Commitments plus the principal amount of Term Loans (including established hereunder on any such Incremental Term Loans) date shall not exceed $650,000,000. The allocation the Incremental Amount as of any increase between the Revolving Commitments and Incremental Term Loans shall be made at the time Borrower requests such increasedate. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Facility must Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall be an aggregate minimum effective 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 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 allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Borrower proposes to become an Incremental 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, solely if such new Lender is assuming Revolving Commitmentsapproval would be required under Section 10.6 for an assignment of Loans or Commitments of the applicable Class to such Incremental Lender, must be subject to approved by the consent of each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this AgreementAdministrative Agent and, 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 any proposed Incremental Revolving Lender, increases its each Issuing Bank (each such approval not to be unreasonably withheld, conditioned or delayed)). (a) The terms and conditions of any Incremental Revolving Commitment) (Commitment and Incremental Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a condition thereto) purchase from single Class with such Revolving Commitments and Revolving Loans; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Incremental 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 Lenders 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 Incremental Revolving Loans and other extensions of credit made thereunder, as the case may be; provided further that the Borrower at its election may pay upfront or closing fees with respect to 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 other Revolving Commitments) . 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 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) no Incremental Term Loan Maturity Date shall be earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans, (ii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the longest remaining weighted average life to maturity of any other Class of Term Loans outstanding on the 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 determined by the Borrower and the applicable Incremental Lenders, (iii) Incremental Term Loans may participate in any mandatory prepayments hereunder 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, (iv) 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 other Commitments and Loans, and shall be extensions of credit to the Borrower that are Guaranteed only by the Credit Parties, (v) the Effective Yield with respect to any Incremental Term Loans and that are incurred on or prior to the date that is 12 months after the Closing Date, determined as of the date of incurrence of such Incremental Term Loans (but giving effect to any scheduled increases), shall not be greater than the Effective Yield with respect to the Tranche B Term Loans, determined as of such date (iigiving effect to any amendments to the Effective Yield on the Tranche B Term Loans that became effective subsequent to the Closing Date but prior to such date, but excluding the effect of any increase in the Effective Yield thereon pursuant to this clause (v)), plus 75 basis points 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 B Term Loans is increased, or fees to Lenders then holding the Tranche B Term Loans are paid, so as to cause the Effective Yield with respect to the Tranche B Term Loans to equal the Effective Yield with respect to such Incremental Term Loans minus 75 basis points, provided that any increase in the Effective Yield with respect to the Tranche B Term Loans due to the application of an Adjusted Eurodollar Rate or Base Rate floor to any Incremental Term Loans shall be equally and ratably secured with effected solely through an increase in the Revolving Loans and Adjusted Eurodollar Rate or Base Rate floor applicable to the Tranche B Term Loans, and (iiivi) except for the terms referred to above and subject to Section 2.23(c), to the extent the terms of any Incremental Term Loans (for the avoidance of doubt, other than with respect to Effective Yield and components thereof, fees, prepayment terms (including “no call” terms and other restrictions thereon) and premiums) are not consistent with those of the Tranche B Term Loans as in effect on the case date of incurrence of such Incremental Term Loans, such differences shall be reasonably acceptable to the Administrative Agent (xexcept for terms benefitting the Incremental Term Lenders (A) shall not mature earlier than where this Agreement is amended to include such beneficial terms for the benefit of all Lenders or (B) 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. (yb) The Incremental Commitments shall have 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 amortization or otherwise be permitted to be prepaid 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, the Term Loan Maturity Datemaking of Loans thereunder and the use of proceeds thereof, 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, continuing or would result therefrom and (y) 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 expressly 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), and provided that (z1) in the Administrative Agent shall have received each case of the followingIncremental Term Loan Commitments established to finance, in form and substance satisfactory to whole or in part, a Limited Conditionality Transaction, the Administrative Agent: conditions set forth in this clause (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (Amay be tested in accordance with Section 1.2(e) 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 Incremental Term Loan Commitments established to finance, in whole or in part, an Acquisition, the laws condition in subclause (y) of this clause (i) may be modified to require solely the accuracy of certain representations and warranties in accordance with customary “SunGuard” provisions, in each case as agreed by the Borrower and the Incremental Lenders providing such Incremental Term Loan Commitment and set forth in the applicable Incremental Facility Agreement, (ii) the Administrative Agent shall have received a jurisdiction outside certificate, dated the date of effectiveness thereof and signed by an Authorized Officer of the United States Borrower, confirming compliance with the conditions set forth in clause (i) above and, if such Incremental Term Loan Commitments or any portion thereof are being established in reliance on clause (b) of Americathe definition of the term “Incremental Amount”, provide 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, its nameboard resolutions, addresssecretary’s certificates, tax identification number and/or such officer’s certificates, reaffirmation agreements and other information documents as shall reasonably be necessary for requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to comply with this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, 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 (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in the definitions of “know your customerMajority in Interest”, “Pro Rata Share” and Anti-Money Laundering Laws“Requisite Lenders” and may be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under Section 2.24 or refinanced under Section 2.25). (c) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, including without limitation(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 Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit Documents, and (ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of 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 term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Patriot ActRevolving 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 Agent in same day funds an amount equal to the difference, if positive, between: (A) 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 (as 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, with such Pro Rata Share for any Incremental Revolving Lender that did not have a Revolving Commitment prior to such effectiveness being deemed to be zero) multiplied by (y) the aggregate principal amount of the Existing Revolving Borrowings, (iii) after the Administrative Agent receives the funds specified in clause (ii) above, the 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, with such Pro Rata Share for any Incremental Revolving Lender that did not have a Revolving Commitment prior to such effectiveness being deemed to be zero) 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 Periods specified in a Funding Notice delivered to the Administrative Agent in accordance with Section 2.2 (and the Borrower shall deliver such Funding Notice), (v) each Revolving Lender shall be deemed to hold its applicable Pro Rata Share of each Resulting Revolving Borrowing (calculated after giving effect to such effectiveness), and (vi) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.17(c) if the date of the effectiveness of such Incremental Revolving Commitments occurs other than on the last day of the Interest Period relating thereto. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Incremental Term Lender holding an Incremental Term Loan Commitment of any Class shall make a Loan to the Borrower in an amount equal to such Incremental Term Loan Commitment on the date specified in such Incremental Facility Agreement. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.23(a) and of the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof and, in the case o

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; provided, however, provided that after giving effect to any such Incremental Facility the aggregate amount of all the sum of the Incremental Revolving Commitments plus the principal amount of Term Loans (including any such Incremental Term Loans) established hereunder 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 increaseUS$500,000,000. Each such notice shall specify (1) the date on which the Company proposes that the Incremental Facility must Revolving Commitments 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 (2) the amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangersthe Incremental Revolving Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in consultation with the Borrowerits sole discretion, shall manage all aspects of the syndication of to provide 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 and (y) any Person that the Company proposes to become an Incremental Revolving Lender, if such Person is not then a new Revolving Commitment or Incremental Term LoansLender, 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, and 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 reasonably acceptable to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to and each Issuing Bank). (Ab) 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 The terms 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 conditions of any such Revolving Loans. Revolving Loans made pursuant to any increased Incremental Revolving Commitment and the Incremental Term Loans and other extensions of credit to be made thereunder shall be identical to those of, and shall be treated as part of (i) shall rank pari passu in right of payment with and not separate from), the Revolving Commitments and the Revolving Loans and Term Loans, other extensions of credit made thereunder. (iic) The Incremental Revolving Commitments 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 effected pursuant to one 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 Agreements executed and delivered by the following conditions precedent: Company, each Incremental Revolving Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Revolving 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 Revolving Commitments and the making of any Loans thereunder to be made on such date, (yii) on the date of effectiveness thereof, the representations and warranties made or deemed made by of the Borrower and any other Borrowers set forth in the Loan Party in any Loan Document to which such Loan Party is a party Documents shall be true and correct in (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 of effectiveness, except in the case of a any such representation or warranty qualified by materiality or Material Adverse Effectthat expressly relates to a prior date, in which case such representation or 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 Revolving Commitments (and assuming the making of Loans thereunder in the full amount thereof), the Company shall be in pro forma compliance with the financial covenant set forth in Section 6.07 as of the end of the most recent fiscal quarter for which financial statements shall have been delivered under Section 5.01(a) or 5.01(b), (iv) the Borrowers shall make any payments required to be made pursuant to Section 2.13 in connection with such Incremental Revolving Commitments and the related transactions under this Section and (zv) the Company shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall have been reasonably be requested by the Administrative Agent in connection with any such transaction. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving 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 under the other Loan Documents 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 Revolving Commitment shall constitute (or, in the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Revolving 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 provided herein. Upon the effectiveness of any Incremental Revolving Commitment, 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 Revolving Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental Revolving Commitments shall be deemed to be repaid, (ii) each Incremental Revolving Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to the Administrative Agent in same day funds and in the applicable currency 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 Revolving Commitments) multiplied by (2) the amount of each Resulting Revolving Borrowing (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the amount of each corresponding Existing Revolving Borrowing, (iii) each Incremental Revolving Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to Administrative Agent in same day funds and in the applicable currency an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the amount of each Resulting Revolving Borrowing, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative 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 Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the amount of each Existing Revolving Borrowing, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the amount of each corresponding Resulting Revolving Borrowing, (v) after the effectiveness of such Incremental Revolving Commitments, the applicable Borrowers shall be deemed to have received each made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in amounts and currencies equal to the amount and currencies of the following, Existing Revolving Borrowings and of the Types and for the Interest Periods specified in form and substance satisfactory to the Administrative Agent: (i) if not previously a Borrowing Request delivered to the Administrative AgentAgent in accordance with Section 2.03 (and the Company shall, copies certified by on behalf of all applicable Borrowers, deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to 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 effectiveness of such Incremental Facility; Revolving Commitments) and (iivii) a supplement the applicable Borrowers shall 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 Existing Revolving Borrowings made pursuant to this Agreement executed clause (i) above shall be subject to compensation 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 Borrowers 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 Revolving Commitments occurs other than on the applicable Incremental Facility. In connection with any Incremental Facility, any Lender becoming a party hereto last day of the Interest Period relating thereto. (f) The Administrative Agent shall (1) execute such documents and agreements as notify the Lenders promptly upon receipt by the Administrative Agent may reasonably request of any notice from the Company referred to in paragraph (a) of this Section and (2) of the effectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Lender that is organized under the laws of a jurisdiction outside Incremental Revolving Commitments, of the United States Applicable Percentages 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 ActRevolving Lenders after giving effect thereto.

Incremental Facilities. The Borrower shall have the right to request (and to have effected to the extent of available and willing Eligible Assignees) 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 $650,000,000600,000,000. The allocation of any increase between the Revolving Commitments and Incremental Term Loans shall be made by the Borrower 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 ArrangersArranger, in consultation with the Borrower (subject to the Borrower’s right, pursuant to the other provisions of this section, to the Revolving Commitments increase(s) which is the subject hereof), 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 LenderLender (which consent shall not be unreasonably withheld or delayed). 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 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 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 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 (a) At the right 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 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 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 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 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 $50,000,000. (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 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 Federal Reserve Board, (or in the case of an existing Lender, increases its Revolving Commitmentiv) 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 twelve months (on a month-by-month basis) immediately following the proposed date of Revolving Commitmentsthe applicable Increase, and (v) 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 such Lender, plus (B) made pursuant to the aggregate amount of payments previously made by increased Revolver Commitments shall be the other same as the interest rate margin applicable to Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid Loans hereunder immediately prior to and as of such the date on such portion of the outstanding principal effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount (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 Revolving Loansinterest margins to Agent. The Borrower shall pay 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. (c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Lenders amounts payableLoans shall be deemed, if anyunless 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. The Borrower Representative 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 (“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 their 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 Commitments (any such requested increase must be an Eligible Assignee andincreased revolving commitments, if such new Lender is assuming “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 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 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) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans; provided that the weighted average life to maturity of such Incremental Term Loans shall not mature earlier (1) in the case of Incremental Term Loans incurred by the U.S. Borrower be shorter than the remaining weighted average life to maturity of the U.S. Term A Loans or (2) in the case of Incremental Term Loans incurred by the Canadian Borrower be shorter than the remaining weighted average life to maturity of the Canadian Term A Loans, or, to the extent such Incremental Term Loans are intended to be fungible with the U.S. Term A Loans or Canadian Term A Loans, as applicable, such greater amounts as shall permit such Incremental Term Loans to be fungible with the applicable Term A Loans, and (z) the Applicable Margin for such Incremental Term Loans. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and Incremental Revolving Commitments pursuant to this Section 2.24 shall not exceed $100,000,000, (ii) the Incremental Term Facilities (x) in the case of Incremental Term Loans incurred by the U.S. Borrower shall rank pari passu in right of payment and security with the U.S. Term A Loans and shall not be guaranteed other than by U.S. Loan Parties or secured by any assets other than Collateral of the U.S. Loan Parties and (y) in the case of Incremental Term Loans incurred by the Canadian Borrower shall have rank pari passu in right of payment and security with the Canadian Term A Loans and shall not be guaranteed other than by the Loan Parties or secured by any assets other than Collateral of the Loan Parties, (iii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no amortization or otherwise more than five Increased Facility Closing Dates may be permitted to be prepaid prior to selected by the Term Loan Maturity Borrower Representative after the Restatement Effective Date, and (iv) subject to clauses (i) through (iii) of the first sentence of this Section 2.24(a), (x) the terms of any Incremental Term Loans shall be treated substantially the same as the terms of the U.S. Term A Loans or the Canadian Term A Loans, as applicable, unless otherwise reasonably satisfactory to the Administrative Agent (it being understood that no consent of the Administrative Agent shall be required for terms that are more restrictive to the Group Members than those applicable in respect of the applicable Term A Loans if the Lenders under all outstanding Facilities receive the benefits of such more restrictive terms) and in any event not more favorably than(y) the Revolving Loans. Effecting terms of any Incremental Facility under this Section is subject Revolving Commitments shall be the same as the terms of the Revolving Commitments and (z) no Incremental Term Loans or Incremental Revolving Commitments may be effected unless (1) both immediately prior to and immediately after giving effect to the following conditions precedent: (x) effectiveness thereof, no Default or Event of Default shall have occurred and be continuing (or, in existence the case of Incremental Acquisition Debt, no Event of Default under Section 8(a) or Section 8(f) shall have occurred and be continuing on the effective date of such increaseeffectiveness thereof); (2) on the date of effectiveness thereof, (y) 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 (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) , if qualified by materiality), in each case on the effective date and as 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 shall have been date, they are true and correct in all material respects (except or in all respects if qualified by materiality) as of such earlier date (or, in the case of a representation or warranty qualified by materiality or Material Adverse EffectIncremental Acquisition Debt, in which case such representation or warranty on the date of effectiveness thereof, (x) the Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) on and as of such date; provided, that to the extent such Specified Representations specifically refer to an earlier date, they are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date and (y) the Specified Acquisition Agreement Representations shall be true and correct, in each case on and as of such date; provided, that to the extent such Specified Acquisition Agreement Representations specifically refer to an earlier date, they are true and correct as of such earlier date), ; and (z3) Holdings and the Administrative Agent Borrowers 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 by the Secretary or Assistant Secretary of board resolutions, secretary’s certificates, officer’s certificates and other documents (A) all corporateincluding reaffirmation agreements, 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 supplements and/or amendments to this agreement the Security Documents) as the Administrative Agent deems shall 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 be requested by the Administrative Agent; and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable Agent in connection therewith. No Lender shall have any obligation to participate in any Lenders participating increase described in such Incremental Facility, as applicable, this paragraph unless it agrees to do so 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 Actsole discretion.

Incremental Facilities. (a) The Borrower shall have Representative may, from time to time after the right Closing Date), upon notice by the Borrower Representative to the Agent specifying the proposed amount thereof, and with the consent of the Co-Collateral Agents, request increases an increase in the aggregate Revolving Credit Commitments (which shall be on the same terms as, and become part of, the Revolving Credit Commitments) (a “Revolving Credit Commitment Increase”) by an amount not to exceed $25,000,000 (the “Incremental Amount”); provided that any such request for an increase shall be in a minimum amount of the Revolving Commitments or lesser of (x) $5,000,000 and (y) 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 entire 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 that may 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 lendersrequested under this Section 2.25. No Lender shall be obligated in have any way obligation whatsoever to increase provide any Revolving Credit Commitment Increase and may reject any such request in its sole discretion. (b) The Borrower Representative may also invite additional Eligible Assignees reasonably satisfactory to the Agent, the Swingline Lender and each Issuing Bank (to the extent the consent of any of the foregoing would be required to assign Revolving Commitment or provide Credit Loans to such Eligible Assignee) to become Lenders pursuant to a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming a party joinder agreement to this Agreement in form and substance satisfactory to the Agent. (c) If the aggregate Revolving Credit Commitments are increased in accordance with this Section 2.25, the Agent and the Borrower Representative shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase among the applicable Lenders. The Agent shall promptly notify the applicable Lenders of the final allocation of such increase and the Increase Effective Date. In connection with any such requested increase must be an Eligible Assignee andin the aggregate Revolving Credit Commitments pursuant to this Section 2.25, if such new Lender is assuming Revolving Commitments, must be subject to the consent of each Issuing Bank this Agreement and the Swingline Lender. If other Loan Documents may be amended in a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on writing (which may be executed and delivered by the date it becomes a Lender hereunder (or in Borrower Representative and the case of an existing Lender, increases its Revolving Commitment) Agent (and as a condition theretothe Lenders hereby authorize the Agent to execute and deliver any such documentation)) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect in order 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 effectuate 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 increases to the Revolving Lenders amounts payable, if any, Credit Commitments and to reflect any technical changes necessary or appropriate to give effect to such increase in accordance with its terms as set forth herein. (d) With respect to any Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Revolving Loans made Credit Commitment Increase pursuant to any increased Revolving Commitment and the Incremental Term Loans this Section 2.25, (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 would exist after giving effect to such increase; (ii) the terms of such Revolving Credit Commitment Increase (including the Applicable Rate) shall be documented solely as an increase to the Revolving Credit Commitments, with identical terms (other than with respect to any arrangement or upfront fees payable to the Agent and the Lenders providing such Revolving Credit Commitment Increase); and (iii) the Agent shall have received legal opinions, resolutions, officer’s certificates, amendments to Loan Documents and/or reaffirmation agreements as the Agent may reasonably request. Subject to the foregoing, the conditions precedent to each such increase shall be agreed to by the Agent, the Lenders providing such increase and the Borrower Representative. (e) On the Increase Effective Date with respect to any Revolving Credit Commitment Increase, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the increase to the Revolving Credit Commitments (each, a “Revolving Commitment Increase Lender”), and, if applicable, each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit ▇▇▇▇▇▇’s participations hereunder in existence outstanding LC Exposure relating to Letters of Credit issued such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in LC Exposure will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such ▇▇▇▇▇▇’s Revolving Credit Commitment and (y) if, on the effective date of such increase, there are any Loans outstanding, such Loans shall on or prior to the Increase Effective Date be prepaid from the proceeds of Loans made hereunder (y) reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the representations and warranties made or deemed made by the Borrower Loans being prepaid 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 Breakage Fees. The Agent and the Lenders covering such matters as reasonably requested by hereby agree that the Administrative Agent; minimum borrowing, pro rata borrowing and (iv) new or replacement Revolving Notes or Term Notes executed by the Borrower, payable to any Lenders participating pro rata payment requirements contained elsewhere 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 this Agreement 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 not apply to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for transactions effected pursuant to the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Actimmediately preceding sentence.

Incremental Facilities. The (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Initial Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall have promptly deliver a copy of such notice to each of the right Lenders), request to request incur one or more increases in the Revolving Credit Commitments (“Incremental Revolving Commitments” or the “Incremental Facilities”); provided, that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facilities shall not exceed, at any time, $100.0 million. All Incremental Revolving Commitments shall be in an integral multiple of $1.0 million and in an aggregate principal amount that is not less than $10.0 million (or in such lesser minimum amount agreed by the making Administrative Agent); provided, that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability in respect of incremental term loans hereunder the Incremental Facilities. (“b) Any Incremental Term Loans”Revolving Commitment shall be on terms identical to the Revolving Credit Commitments under the Revolving Credit Facility proposed to be increased thereby, including with respect to having the same Guarantors and being secured by the same Collateral on a pari passu basis with all other Obligations, and, for the avoidance of doubt, such Incremental Revolving Commitment shall be deemed a Revolving Credit Commitment of the applicable Revolving Credit Facility or both Revolving Credit Facilities, as the case may be, pursuant to the applicable Incremental Facility Amendment (it being understood that an Incremental Facility establishing Incremental Revolving Commitments will not create a separate Revolving Credit Facility and such Incremental Revolving Commitments be deemed a part of the applicable Revolving Credit Facility); provided, that the Applicable Margin and the Facility Fee Rate, in each case applicable to the Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility, may be increased, without the consent of any Lender, in connection with the incurrence of any Incremental Revolving Commitment such that the Applicable Margin and the Facility Fee Rate of such Revolving Credit Commitments are identical to those of the Incremental Revolving Commitments. Any Incremental Revolving Commitments shall be applied ratably to each Revolving Credit Facility unless otherwise agreed by Mid-Holdings, the Initial Borrower, the Administrative Agent and the lenders providing such Incremental Revolving Commitments. With the consent of each applicable Issuing Bank, a portion of any Incremental Revolving Commitment may be made available for the issuance of Letters of Credit. (c) Each notice from any Borrower pursuant to this Section 2.23 shall set forth the requested amount of the relevant Incremental Revolving Commitments. Any Additional Lenders that elect to extend Incremental Revolving Commitments shall be reasonably satisfactory to Mid-Holdings and the Initial Borrower, and (unless such Additional Lender is already a Lender or an Affiliate of a Lender) the Administrative Agent and each Issuing Bank (in each case, any such increase approval thereof not to be unreasonably withheld, delayed or conditioned), and, if not already a Lender, shall become a Lender under this Agreement pursuant to an Incremental Term LoansFacility Amendment. Each Incremental Facility shall become effective pursuant to an amendment (each, an “Incremental FacilityFacility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by providing written notice Mid-Holdings, the Borrowers, such Additional Lender or Additional Lenders and the Administrative Agent. No Incremental Facility Amendment shall require the consent of any Lenders or any other Person other than Mid-Holdings, the Initial Borrower, the Administrative Agent and the Additional Lenders with respect to such Incremental Facility Amendment. The Lenders hereby irrevocably authorize the Administrative Agent to enter into Incremental Facility Amendments and, as appropriate, amendments to the other Loan Documents as may be necessary in order to establish new tranches or sub-tranches in respect of the existing Revolving Credit Commitments and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent, which notice shall be irrevocable once given; providedMid-Holdings and the applicable Borrower to effect the provisions of this Section 2.23 (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). In addition, however, that after giving effect to any if so provided in such Incremental Facility Amendment and with the aggregate amount consent of the sum applicable Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date shall be re-allocated from lenders holding Revolving Credit Commitments plus the principal amount to Lenders holding Incremental Revolving Commitments, be deemed to be participation interests in respect 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 the terms of such participation interests (including the participation fees applicable thereto) 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 lendersadjusted accordingly. No Lender shall be obligated in to provide 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 unless it so agrees. Commitments in respect of any Incremental Revolving Commitments shall become Commitments under this Agreement. The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to (i) the consent payment in full of each Issuing Bank all fees 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 expenses owing to the Administrative Agent for and the account Lenders in respect of such other LendersIncremental Facility, 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, extent invoiced prior 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 date, 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 Loanssatisfaction or waiver on the date thereof (each, (iiian “Incremental Facility Closing Date”) 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 or pursuant to the Loan Document Documents being true and correct in all material respects on and as of Incremental Facility Closing Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such Loan Party is a party representations and warranties shall be true and correct in all material respects as of such earlier date (except provided, that in the each case of a representation such materiality qualifier shall not be applicable to any representations or warranty warranties that already are qualified or modified by materiality or “Material Adverse Effect”; provided, further, that, in which case such representation or warranty shall be true and correct in all respects) on connection with any Acquisition-Related Incremental Financing, the effective date of such increase except to the extent that such only representations and warranties expressly relate solely that will be required to an earlier date (in which case such representations and warranties shall have been be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall be (except a) the Specified Representations and (b) such of the representations and warranties made by or on behalf of the applicable acquired company or business (or the seller thereof) in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Mid-Holdings or the Initial Borrower (or any Subsidiary of Mid-Holdings or the Initial Borrower) has the right to terminate the obligations of Mid-Holdings, the Initial Borrower or such Subsidiary under such acquisition agreement or not consummate such acquisition as a result of the inaccuracy of such representations or warranties in such acquisition agreement) and (y) no Default or Event of Default (or, 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)any Acquisition-Related Incremental Financing, 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 extent agreed to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or lenders and 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 investors providing such Incremental FacilityFacilities, which supplement may include such amendments to this agreement as no Specified Default) having occurred and being continuing on 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 Closing Date or after giving effect to the Borrower and Incremental Facility requested to be made on such date. To the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as extent reasonably requested by the Administrative Agent; , the effectiveness of an Incremental Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1, with respect to the Borrowers and the Restricted Subsidiaries. Upon each increase in the Revolving Credit Commitments of a Revolving Credit Facility pursuant to this Section 2.23, each Revolving Credit Lender under such Revolving Credit Facility immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Commitment (iveach an “Incremental Revolving Lender”) new or replacement Revolving Notes or Term Notes executed by the Borrowerin respect of such increase, payable to any Lenders participating in and each such Incremental FacilityRevolving Lender will automatically and without further act be deemed to have assumed, as applicable, in the amount a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit under the applicable Revolving Credit Facility such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Credit Lender in such Revolving Credit Facility (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders in such Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment or aggregate Term Loans at the time thereunder. Each of the effectiveness parties hereto hereby agrees that the Administrative Agent may, in consultation with the Initial Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to any Incremental Revolving Commitment, the outstanding Revolving Credit Loans are held by the Revolving Credit Lenders in accordance with their respective Applicable Percentages in respect of the applicable Incremental Revolving Credit Facility. In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as The foregoing may be accomplished at the Administrative Agent may reasonably request and (2) in the case discretion 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 namefollowing consultation with the Initial Borrower, address(A) by requiring the outstanding Revolving Credit Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, tax identification number and/or such (B) by causing non-increasing Revolving Credit Lenders to assign portions of their outstanding Revolving Credit Loans to new or increasing Revolving Credit Lenders, (C) by a combination of the foregoing or (D) by any other information as shall be necessary for means agreed to by the Administrative Agent and the Initial Borrower, and any such prepayment or assignment shall be subject to comply Section 2.18 but shall otherwise be without premium or penalty. 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 any of the transactions effected pursuant to the immediately preceding sentence. (d) Notwithstanding anything to the contrary in this Section 2.23, with respect to any Incremental Facility the proceeds of which are to be used by the Initial Borrower or any other Group Member to finance, in whole or in part, a Permitted Acquisition or other Investment permitted under Section 6.7 (an “know your customer” Acquisition-Related Incremental Financing”), for purposes of determining (x) compliance with any financial ratio, (y) accuracy of representations and Anti-Money Laundering Lawswarranties (other than Specified Representations which shall be accurate in all material respects as of the Incremental Facility Closing Date) or occurrence of Default or Event of Default, or (z) Excess Availability or availability under baskets (including without limitationbaskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets), in each case, in connection with such Permitted Acquisition or Investment, the Patriot ActInitial Borrower shall have the option of making any such determinations as of the date the definitive agreement for such Permitted Acquisition or Investment is signed (and any such financial ratio, Excess Availability or basket shall be calculated as if the acquisition or investment, and other Pro Forma Transactions in connection therewith, were consummated on such date); provided that Excess Availability is subject to the Acquired Asset Borrowing Base Calculations.

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 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 $25,000,000 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 joint lead arrangers or joint bookrunners in respect of this Agreement) 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 2.25 unless (i) (except if the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Acquisition, in which case only to the extent required by the relevant Incremental Term Lenders or relevant Incremental Revolving Lenders, as applicable) 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 Eighth 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) except to the extent provided in Section 1.05 if the case proceeds of any Incremental Facility are being used to finance a Limited Condition Acquisition, the Parent Borrower and its Subsidiaries would be in compliance with the 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 except to the same (and extent provided in any event not more favorably than) Section 1.05 if the Revolving Loans. Effecting proceeds of any Incremental Facility under this Section is subject are being used to the following conditions precedent: (x) finance a Limited Condition Acquisition, 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 2.20 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. (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 Incremental Term Loans (which may be effected by increasing the amount of any then existing Facility) by executing and delivering to request increases in the Administrative Agent an Incremental Term Loan Activation Notice specifying (v) the amount of such Incremental Term Loans, (w) the applicable Incremental Term Loan Closing Date (which shall be a date not less than five 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)), (x) the applicable Incremental Term Loan Maturity Date, (y) the amortization schedule for such Incremental Term Loans and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) the aggregate amount of the Revolving Commitments or the making of incremental term loans hereunder (“all Incremental Term Loans”Loans established on any date, 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 together with the aggregate amount of Incremental Equivalent Debt incurred on such date, shall not exceed the sum Available Incremental Amount as of the Revolving Commitments plus the such date, (ii) each Incremental Term Facility shall be in a minimum aggregate principal amount of $25,000,000 (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion), (iii) the Incremental Term Loans in respect of any Incremental Term Facility and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are (including A) if guaranteed, guaranteed on a pari passu basis or junior basis with all of the other Obligations under this Agreement and the other Loan Documents and (B) unsecured or secured by the Collateral (and no other property) and the Liens on the Collateral securing such Incremental Term Loans and all other obligations in respect thereof shall be pari passu with, or junior to, the Liens on the Collateral securing all of the other Obligations under this Agreement and the other Loan Documents, (iv) the Incremental Term Loans in respect of any Incremental Term Facility will be entitled to prepayments on the same basis as the Initial Term Loans unless the applicable Incremental Term Loan Activation Notice specifies a lesser treatment, (v) such Incremental Term Loans shall have a final maturity no earlier than the Latest Maturity Date (determined immediately prior to incurrence of such Incremental Term Loans) (provided that this clause shall not exceed $650,000,000. The allocation apply to the incurrence of any increase Incremental Term Loans consisting of Customary Bridge Loans so long as the related Extended Bridge Loans would satisfy this clause (v)), (vi) the weighted average life to maturity of such Incremental Term Facility shall be no shorter than that of any existing Term Loans (except if required in order to make such Incremental Term Loans fungible with any outstanding Term Loans) (provided that this clause shall not apply to the incurrence of any Incremental Term Loans consisting of Customary Bridge Loans so long as the related Extended Bridge Loans would satisfy this clause (vi)), (vii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or interest rate floors) and (subject to clauses (v) and (vi) above) amortization schedule applicable to such Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility, provided that, in the event that the all-in-yield for any Incremental Term Facility that is secured on a pari passu basis with the Initial Term Facility incurred on or prior to the six-month anniversary of the First Amendment Effective Date shall be more than 50 basis points higher than the corresponding all-in-yield for any then-existing Initial Term Loans as determined by the Administrative Agent in accordance with standard market practices (after giving effect to interest rate margins, original issue discount, upfront fees or interest rate floors, but excluding arrangement, structuring, underwriting or commitment fees, consent fees paid to consenting Lenders or other fees that are not paid generally to all lenders of such Incremental Term Loans), then the all-in-yield with respect to the outstanding Initial Term Loans shall be increased to the amount necessary so that the difference between the Revolving all-in-yield with respect to the Incremental Term Facility and the all-in-yield on the outstanding Initial Term Loans is equal to 50 basis points (it being agreed that (x) original issue discount and upfront fees shall be equated to interest on the basis of a four-year average life and (y) any increase in yield to any then-existing Initial Term Loans required due to the application of an interest rate floor shall be effected solely through an increase in (or implementation of, as applicable) any interest rate floor applicable to such then existing Initial Term Loans) (the foregoing, the “MFN Provision”) and (viii) the terms of any Incremental Term Facility shall be on terms and pursuant to documentation to be determined; provided that such terms shall (except to the extent permitted by clause (vi) or (vii) above) be consistent with the terms of the Initial Term Facility or not materially more favorable (taken as a whole) to the Lenders of the applicable Incremental Term Facility compared to the existing Facilities, as determined in good faith by the Borrower and evidenced by a certificate of a Responsible Officer of the Borrower, or otherwise reasonably satisfactory to the Administrative Agent (it being understood that (x) no consent shall be required to the extent such terms apply only after the Latest Maturity Date and (y) to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the existing Facilities). 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 and the Borrower shall have no obligation to offer to any Lender the opportunity to so participate. Any Incremental Term Loan Commitments established pursuant to an Incremental Term Loan Activation Notice 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 Loan 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 for all purposes of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Arrangersthis Agreement. (b) Any additional bank, in consultation financial institution or other entity which, with the Borrower, shall manage all aspects consent 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 Borrower and the allocations thereof among such existing Lenders and/or other banksAdministrative Agent (which consent shall not be unreasonably withheld), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever elects to increase its Revolving Commitment or provide become a new Revolving Commitment or Incremental Term Loans, and any new Lender becoming 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 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 an Eligible Assignee andbound by and entitled to the benefits of this Agreement. (c) [Reserved]. (d) Each Incremental Term Loan Activation Notice may, if such new Lender is assuming Revolving Commitments, must be subject to without the consent of each Issuing Bank any Lender (other than the applicable Incremental Term Lenders) effect such amendments to this Agreement and the Swingline Lender. If a new Lender becomes a party to this Agreementother Loan Documents as may be necessary or appropriate, 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 opinion of an existing Lenderthe Administrative Agent, 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 give effect to the increase provisions of Revolving Commitmentsthis Section 2.24. This Section 2.24 shall supersede any provision of Section 10.1 to the contrary. (e) It shall be a condition precedent to the availability 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 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 (or, in the case of any Incremental Limited Condition Term Facility, no Specified 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 Term Loans, (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 (or, in the case of any Incremental Limited Condition Term Facility, the Specified Representations and the Specified Acquisition Agreement Representations) 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 Incremental Term Loan 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 Term Loans, 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) an opinion of counsel to 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 on the GuarantorsClosing Date, and addressed to the Administrative Agent and the Lenders covering such matters as shall be 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 Agent 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 Term 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 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 shall not exceed US$1,200,000,000. Each such notice shall specify (A) the date on which the Company 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 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 the Incremental Term Loan Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or the Incremental Term Loan Commitments and (y) any Person that the Company 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 plus the principal amount and Loans and other extensions of Term Loans (including credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans. The terms and conditions of any such Incremental Term Loans) shall not exceed $650,000,000. The allocation of any increase between the Revolving Loan Commitments and Incremental Term Loans shall to be made at thereunder shall be, except as otherwise set forth herein or in the time Borrower requests such increase. Each such applicable Incremental Facility must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The ArrangersAssumption Agreement, in consultation with the Borrower, shall manage all aspects identical to those of the syndication Tranche B Term Loan Commitments and the Tranche B Term Loans; provided that (i) the weighted average life to maturity 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 any 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 no shorter than the remaining weighted average life 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 maturity 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 Tranche B Term Loans, (ii) no Incremental Term Loan Maturity Date shall be equally and ratably secured with earlier than the Revolving Loans and Term Loanslatest Maturity Date then in effect, (iii) in the case of Weighted Average Yield applicable to any Incremental Term Loans, (x) Loans shall not mature earlier be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Tranche B Term Loans and (y) shall have no amortization or otherwise be permitted to be prepaid prior plus 0.50% per annum unless the Applicable Rate with respect to the Tranche B Term Loan Maturity Date, Loans is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Tranche B Term Loans to equal the Weighted Average Yield then applicable to such Incremental Term Loans minus 0.50% per annum and (iv) all terms and conditions of any Incremental Term Loan Commitments and Incremental Term Loans (other than those set forth in clauses (i) through (iii)), to the extent not consistent with the terms of the Tranche B Term Loan Commitments and the Tranche B Term Loans, shall be treated substantially reasonably acceptable to the same (Administrative Agent. Any Incremental Term Loan Commitments established pursuant to an Incremental Assumption Agreement that have identical terms and in any event not more favorably than) the Revolving Loans. Effecting conditions, and any Incremental Facility under Term Loans 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 Section is subject Agreement. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Assumption Agreements executed and delivered by the following conditions precedent: Company, each Incremental Lender providing such Incremental Commitments and the Administrative Agent but only if (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 the 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 the of each Borrower and any each other Loan Credit Party set forth in any Loan Document to which such Loan Party is a party the 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), (iii) after giving effect to such Incremental Commitments and (z) the Administrative Agent shall have received each making of Loans and other Credit Extensions thereunder to be made on the following, in form date of effectiveness thereof and substance satisfactory to the Administrative Agent: (i) if not previously delivered such other customary adjustments as are reasonably acceptable to the Administrative Agent, copies certified by the Secretary or Assistant Secretary Company shall be in compliance on a pro forma basis (determined in accordance with Section 1.2(c)) with the financial covenants set forth in Sections 6.1 and 6.2 as of the date of effectiveness thereof, (Aiv) all corporate, partnership, member or other necessary action taken by the each applicable Borrower shall make any payments required to authorize be made pursuant to Section 2.17(c) in connection with such Incremental Facility Commitments and the related transactions under this Section 2.24 and (Bv) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) a supplement Company shall have delivered to this Agreement executed by the Borrower, the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any Lender providing such transaction. Each Incremental FacilityAssumption 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; and , to give effect to the provisions of this Section 2.24. (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 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. (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 Pro Rata Shares 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 Assumption Agreement, each Incremental Term Lender holding an Incremental Term Loan Commitment of any Series shall make a loan to the Company in an amount equal to such Incremental Term Loan Commitment on the date specified in such Incremental Assumption Agreement. (g) The Administrative Agent shall notify Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to comply with “know your customer” in Section 2.24(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 2.24(e).