Common use of Incremental Borrowings Clause in Contracts

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.

Incremental Borrowings. (a) (i) At After the Eleventh Amendment Effective Date, the Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower maytime, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders)Agent, request to effect (x) one or more additional tranches of incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans hereunder made thereunder, the “Incremental Term Loans”) and/or (y) one or increases more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided, that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of the Term Loans, which all Incremental Revolving Facilities shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lendersnot exceed $200,000,000; provided that at any Incremental Revolving Facility shall be effectuated as an increase of the time of each such request and upon Revolving Facility. (b) The only conditions to the effectiveness of each series of Incremental Term Amendment (but not the conditions to the Revolving Lenders and Swing Line Lender making any Revolving Loan or any Swing Line Loan or the Facing Agent issuing any Letter of Credit) shall be as follows: (i) the Incremental Facility Amendmentshall rank pari passu in right of payment and of security with the Loans, (Aii) subject to immediately prior to, and after giving effect to, the last sentence incurrence of Section 4.02such Incremental Facility, no Unmatured Event of Default or Event of Default shall have occurred exist; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether an Unmatured Event of Default or Event of Default shall exist, (iii) subject to the proviso below, the representations and warranties contained in the Loan Documents shall be continuing or shall result therefrom accurate in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether the representations and warranties required to be made under this clause (Biii) are correct (other than with respect to (x) the Borrower shall be Specified Representations (with an appropriate modification to the representation and warranty in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed Section 6.5 such that Solvency is measured as of the last day consummation of the most recently ended fiscal quarter of relevant Incremental Facility) and (y) if there is an acquisition agreement relating to such Investment, the Borrower for Target Representations, which financial statements have been delivered pursuant to Section 5.01(arepresentations and warranties in immediately preceding clauses (x) or and (by) shall be true and correct in all material respects upon such effectiveness), (Civ) the Borrower relevant Incremental Facility shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) not mature earlier than the maturity date of the Relevant AIY Reference Tranche (excluding, for the purposes of determining the foregoing maturity dates, any term loans incurred pursuant springing maturity dates relating to such Term Commitment Increase shall not be earlier than senior secured notes (except to the Term Maturity Dateextent the security therefor is pari passu with the Incremental Facility), senior unsecured notes or subordinated notes, or equivalent credit facilities), (v) the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase the relevant Incremental Facility shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective DateRelevant AIY Reference Tranche, (Evi) the interest rate margins and, subject to clause clauses (D)iv) and (v) above, the amortization schedule for applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase Facility shall be determined by the Borrower and the Lenders lenders thereunder, (vii) the Applicable Eurocurrency Margin and the Applicable Base Rate Margin applicable to each Incremental Term Facility will be determined by the Borrower and the lenders providing the applicable such Incremental Term Commitment IncreaseFacility; provided that in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase are higher than Facility exceeds the interest rate margins for All-In Yield of the Term Loans incurred on the Effective Date Relevant AIY Reference Tranche by more than 50 basis points, then (1) the interest rate margins Applicable Eurocurrency Margin and Applicable Base Rate Margin for the Term Loans Relevant AIY Reference Tranche shall be automatically increased to the extent necessary so that such interest rate margins are the All-In Yield of the Relevant AIY Reference Tranche is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Incremental Term Commitment Increase Facility minus 50 basis pointspoints (such increase in the Applicable Eurocurrency Margin and Applicable Base Rate Margin, the “MFN Margin Increase”) and (2) the Applicable Eurocurrency Margin and Applicable Base Rate Margin for each other Term Loan (other than the Relevant AIY Reference Tranche) shall be automatically increased by the MFN Margin Increase; provided, further, that, to the extent the All-In Yield of such Incremental Term Loans is higher than the All-In Yield of the 2014-1 Additional Term Loans, the 2016 Term B Loans, the 2021 Term B Loans or the 2023 Term B Loans due to a Eurocurrency Rate or Base Rate “floor” on such Incremental Term Loan being higher than the “floor” for the Eurocurrency Rate or Base Rate as applied to the 2014-1 Additional Term Loans, the 2016 Term B Loans, the 2021 Term B Loans or the 2023 Term B Loans, as the case may be, such portion of the MFN Margin Increase as applied to the 2014-1 Additional Term Loans, the 2016 Term B Loans, the 2021 Term B Loans or the 2023 Term B Loans, as the case may be so attributable to such higher “floor” shall be effected solely through an increase in determining any Eurocurrency Rate or Base Rate “floor” applicable to such 2014-1 Additional Term Loans, the interest rate margins 2016 Term B Loans, the 2021 Term B Loans or the 2023 Term B Loans, as the case may be (without reducing the MFN Margin Increase applicable to the term loans incurred pursuant to such other Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturityLoans), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (Fviii) any Incremental Term Revolving Facility Amendment shall be on the identical terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent Revolving Loan, and (ix) except as otherwise required or permitted in clauses (ii) through (viii) above, all other terms of such terms and documentation are Incremental Term Facility, if not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Term Loans, they shall be reasonably satisfactory to the Administrative Agent (as evidenced by its execution of the applicable Incremental Amendment). Any Incremental Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as the Term Loans in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. (c) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.13 and otherwise on terms reasonably acceptable to the Administrative Agent; provided that, with respect to any Incremental Revolving Facility, the Administrative Agent, each Facing Agent and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any Additional Lender or any existing Lender that is not a Revolving Lender as of the Tenth Amendment Effective Date providing all or a portion of such Incremental Revolving Facility if such consent by the Administrative Agent, the applicable Facing Agent and the Swing Line Lender, as the case may be, would be required hereunder, for an assignment of Revolving Loans or Revolving Commitments. (d) Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each Term Commitment Increase In connection with such Incremental Amendment, the Administrative Agent shall be entitled to request such legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to the real property collateral, and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in a minimum principal amount law, change in fact or change to counsel’s form of $10,000,000 opinion reasonably satisfactory to the Administrative Agent). The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and integral multiples of $1,000,000 in excess thereof; provided that such amount the other Loan Documents as may be less than $10,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. (e) Upon each increase in the Revolving Commitments pursuant to an Incremental Revolving Facility, (i) each Revolving Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Incremental Revolving Facility (each an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender and (ii) the Incremental Revolving Facility Lenders shall make such Revolving Loans, and the other Revolving Lenders shall receive such prepayments, as the Administrative Agent shall direct, to cause the Revolving Loans to be made ratably by all the remaining availability under Revolving Lenders immediately after giving effect to such Incremental Revolving Facility. The Administrative Agent and the Incremental CapLenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Borrowings. (ai) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) from one or more entities that are then Lenders and Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether such Financial Performance Covenant is applicable at the time), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date shall be the Revolving Maturity Date, and such Revolving Commitment Increase shall otherwise be on identical terms (including with respect to security interests and guaranties) to those of the Revolving Commitments pursuant to this Agreement, and (E) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Revolving Commitment Increase; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase without its written consent. Each Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Term Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the second to last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether such Financial Performance Covenant is applicable at such time), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred incurred, pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap. (ii) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increase or Term Commitment Increase. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of all the Revolving Commitment Increases established subsequent to the Amendment No. 3 Effective Date and (ii) the aggregate principal amount of all Term Commitment Increases established subsequent to the Amendment No. 3 Effective Date shall not exceed the Incremental Cap. (iii) Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Revolving Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the applicable Lenders and the Administrative Agent. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender shall have the right to participate in or, unless it agrees, be obligated to provide, any Revolving Commitment Increase) or by any Additional Revolving Lender. An Incremental Revolving Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Revolving Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Lenders providing the applicable Revolving Commitment Increase, be subject to the satisfaction on the date thereof (each, an “Incremental Revolving Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Revolving Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective 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 opinion reasonably satisfactory to the Administrative Agent) (iv) Commitments in respect of any Term Commitment Increase shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents executed by the Borrower, the applicable Lenders and the Administrative Agent. Term Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender shall have any right to participate in or, unless it agrees, be obligated to provide, any Term Commitment Increase) or by any Additional Term Lender. An Incremental Term Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Lenders providing the applicable Term Commitment Increase, be subject to the satisfaction on the date thereof (each, an “Incremental Term Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Term Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective 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 opinion reasonably satisfactory to the Administrative Agent). (c) (i) Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage. Any Revolving Loans outstanding immediately prior to the date of such Revolving Commitment Increase that are Eurocurrency Loans will (except to the extent otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Revolving Lenders holding such Loans immediately prior to the date of such Revolving Commitment Increase, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time it will be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01 in accordance with the Applicable Percentages of the Revolving Lenders after giving effect to the Revolving Commitment Increase; provided, however, that upon the occurrence of any Event of Default, each Revolving Commitment Increase Lender will promptly purchase (for cash at face value) assignments of portions of such outstanding Revolving Loans of other Revolving Lenders so that, after giving effect thereto, all Revolving Loans that are Eurocurrency Loans are held by the Revolving Lenders in accordance with their then-current Applicable Percentages. Any such assignments shall be effected in accordance with the provisions of Section 9.04; provided that the parties hereto hereby consent to such assignments and the minimum assignment amounts and processing and recordation fee set forth in Section 9.04(b) shall not apply thereto. If there are any ABR Revolving Loans outstanding on the date of such Revolving Commitment Increase, such Loans shall either be prepaid by the Borrower on such date or refinanced on such date (subject to satisfaction of applicable borrowing conditions) with Revolving Loans made on such date by the Revolving Lenders (including the Revolving Commitment Increase Lenders) in accordance with their Applicable Percentages. In order to effect any such refinancing, (i) each Revolving Commitment Increase Lender will make ABR Revolving Loans to the Borrower by transferring funds to the Administrative Agent in an amount equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such Revolving Commitment Increase Lender’s Revolving Commitment Increase by the aggregate amount of the Revolving Commitments (after giving effect to the Revolving Commitment Increase on such date) and (ii) such funds will be applied to the prepayment of outstanding ABR Revolving Loans held by the Revolving Lenders other than the Revolving Commitment Increase Lenders, and transferred by the Administrative Agent to the Revolving Lenders other than the Revolving Commitment Increase Lenders, in such amounts so that, after giving effect thereto, all ABR Revolving Loans will be held by the Revolving Lenders in accordance with their then-current Applicable Percentages. On the date of such Revolving Commitment Increase, the Borrower will pay to the Administrative Agent, for the accounts of the Revolving Lenders receiving such prepayments, accrued and unpaid interest on the principal amounts of their Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Borrowings. (a) (i) At After the Eleventh Amendment Effective Date, the Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower maytime, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders)Agent, request to effect (x) one or more additional tranches of incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans hereunder made thereunder, the “Incremental Term Loans”) and/or (y) one or increases more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided, that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of the Term Loans, which all Incremental Revolving Facilities shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lendersnot exceed $200,000,000; provided that at any Incremental Revolving Facility shall be effectuated as an increase of the time of each such request and upon Revolving Facility. (b) The only conditions to the effectiveness of each series of Incremental Term Amendment (but not the conditions to the Revolving Lenders and Swing Line Lender making any Revolving Loan or any Swing Line Loan or the Facing Agent issuing any Letter of Credit) shall be as follows: (i) the Incremental Facility Amendmentshall rank pari passu in right of payment and of security with the Loans, (Aii) subject to immediately prior to, and after giving effect to, the last sentence incurrence of Section 4.02such Incremental Facility, no Unmatured Event of Default or Event of Default shall have occurred exist; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether an Unmatured Event of Default or Event of Default shall exist, (iii) subject to the proviso below, the representations and warranties contained in the Loan Documents shall be continuing or shall result therefrom accurate in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether the representations and warranties required to be made under this clause (Biii) are correct (other than with respect to (x) the Borrower shall be Specified Representations (with an appropriate modification to the representation and warranty in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed Section 6.5 such that Solvency is measured as of the last day consummation of the most recently ended fiscal quarter of relevant Incremental Facility) and (y) if there is an acquisition agreement relating to such Investment, the Borrower for Target Representations, which financial statements have been delivered pursuant to Section 5.01(arepresentations and warranties in immediately preceding clauses (x) or and (by) shall be true and correct in all material respects upon such effectiveness), (Civ) the Borrower relevant Incremental Facility shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) not mature earlier than the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity DateRelevant AIY Reference Tranche, (v) the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase the relevant Incremental Facility shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective DateRelevant AIY Reference Tranche, (Evi) the interest rate margins and, subject to clause clauses (D)iv) and (v) above, the amortization schedule for applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase Facility shall be determined by the Borrower and the Lenders lenders thereunder, (vii) the Applicable Eurocurrency Margin and the Applicable Base Rate Margin applicable to each Incremental Term Facility will be determined by the Borrower and the lenders providing the applicable such Incremental Term Commitment IncreaseFacility; provided that in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase are higher than Facility exceeds the interest rate margins for All-In Yield of the Term Loans incurred on the Effective Date Relevant AIY Reference Tranche by more than 50 basis points, then (1) the interest rate margins Applicable Eurocurrency Margin and Applicable Base Rate Margin for the Term Loans Relevant AIY Reference Tranche shall be automatically increased to the extent necessary so that such interest rate margins are the All-In Yield of the Relevant AIY Reference Tranche is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Incremental Term Commitment Increase Facility minus 50 basis pointspoints (such increase in the Applicable Eurocurrency Margin and Applicable Base Rate Margin, the “MFN Margin Increase”) and (2) the Applicable Eurocurrency Margin and Applicable Base Rate Margin for each other Term Loan (other than the Relevant AIY Reference Tranche) shall be automatically increased by the MFN Margin Increase; provided, further, that, in determining the interest rate margins applicable to event the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Eleventh Amendment Release Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be requiredoccurs, to the extent the All-In Yield of such Incremental Term Loans is higher than the All-In Yield of the 2014-1 Additional Term Loans due to a Eurocurrency Rate or Base Rate “floor” on such Incremental Term Loan being higher than the “floor” for the Eurocurrency Rate or Base Rate as applied to the 2014-1 Additional Term Loans, such portion of the MFN Margin Increase as applied to the 2014-1 Additional Term Loans so attributable to such higher “floor” shall be effected solely through an increase in the interest rate floor in the any Eurocurrency Rate or Base Rate “floor” applicable to such 2014-1 Additional Term Loans would cause an increase in (without reducing the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) MFN Margin Increase applicable to the other Term Loans incurred on the Effective Date shall be increased by such increased amount and Loans), (Fviii) any Incremental Term Revolving Facility Amendment shall be on the identical terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent Revolving Loan, and (ix) except as otherwise required or permitted in clauses (ii) through (viii) above, all other terms of such terms and documentation are Incremental Term Facility, if not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Term Loans, they shall be reasonably satisfactory to the Administrative Agent (as evidenced by its execution of the applicable Incremental Amendment). Any Incremental Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as the Term Loans in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. (c) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.13 and otherwise on terms reasonably acceptable to the Administrative Agent; provided that, with respect to any Incremental Revolving Facility, the Administrative Agent, each Facing Agent and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any Additional Lender or any existing Lender that is not a Revolving Lender as of the Tenth Amendment Effective Date providing all or a portion of such Incremental Revolving Facility if such consent by the Administrative Agent, the applicable Facing Agent and the Swing Line Lender, as the case may be, would be required hereunder, for an assignment of Revolving Loans or Revolving Commitments. (d) Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each Term Commitment Increase In connection with such Incremental Amendment, the Administrative Agent shall be entitled to request such legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to the real property collateral, and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in a minimum principal amount law, change in fact or change to counsel’s form of $10,000,000 opinion reasonably satisfactory to the Administrative Agent). The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and integral multiples of $1,000,000 in excess thereof; provided that such amount the other Loan Documents as may be less than $10,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. (e) Upon each increase in the Revolving Commitments pursuant to an Incremental Revolving Facility, (i) each Revolving Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Incremental Revolving Facility (each an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender and (ii) the Incremental Revolving Facility Lenders shall make such Revolving Loans, and the other Revolving Lenders shall receive such prepayments, as the Administrative Agent shall direct, to cause the Revolving Loans to be made ratably by all the remaining availability under Revolving Lenders immediately after giving effect to such Incremental Revolving Facility. The Administrative Agent and the Incremental CapLenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Loans shall be continuing in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall not exceed (A) $200,000,000 in the aggregate pursuant to this clause (A) or shall result therefrom (B) at the Borrower shall be Borrower’s option, up to an unlimited amount if, in compliance the case of this clause (B) only, the Total Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis with Basis) (the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(aapplicable amount under clause (A) or (bB), the “Available Incremental Amount”) (Cit being understood that Incremental Loans may be incurred under clause (B) of the Borrower shall have delivered a certificate Available Incremental Amount regardless of a Financial Officer to the effect set forth in whether there is capacity under clause (A) thereof, and if both clauses (A) and (B) aboveare available and the Borrower does not make an election, together with reasonably detailed calculations demonstrating compliance with the Borrower will be deemed to have elected clause (B))). The Incremental Loans (a) aboveshall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis(except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request (i) before and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject after giving effect to the last sentence incurrence of Section 4.02such Incremental Loans, no Default or Event of Default shall have occurred exist, (ii) any Incremental Loans will rank pari passu in right of payment with existing Loans and be continuing or shall result therefrom the Liens securing any Incremental Loans will rank pari passu with the Liens securing the existing Loans, (Biii) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the final maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall not be no earlier than the Term then Latest Maturity DateDate of any other Loans hereunder, (iv) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity that of the Term then-existing Loans, (v) the representations and warranties contained in Article V or any other Loan Document shall be true and correct in all material respects both before and after the effectiveness of any Incremental Amendment; provided that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects both before and after the effectiveness of any Incremental Amendment, and (vi) the Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.00 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Incremental Loans and the security interests and guaranties benefiting the loans any Acquisition permitted under this Agreement and/or any other transactions related to such Term Commitment Increase Incremental Loans. Each tranche of Incremental Loans shall be identical in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans after the Amendment No. 3 Effective Date shall not exceed $150,000,▇▇▇.▇▇ $0. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Incremental Loans), in each case on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution or institutional lender or investor (any such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Lender’s providing such Incremental Loans if such consent by the Administrative Agent would be required under Section 12.2(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable Incremental Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment and the Borrowing of Incremental Loans hereunder shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that all references to “the date of such Loan” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and the satisfaction of such other conditions (if any) as the parties thereto shall agree and, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, Board of Director resolutions, officers’ certificates and/or reaffirmation agreements consistent with those benefiting the Term Loans incurred delivered on the Effective Date, together with such supplements and/or amendments to the Collateral Documents as the Administrative Agent shall reasonably request (Eincluding, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. Subject to clauses (iii) and (iv) of the interest rate margins and, subject to first proviso of this clause (Da), the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder. The interest rate margin, upfront fees and OID applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided. Except as otherwise required or permitted in this Section 2.12, furtherall other terms of such Incremental Loans, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in Any Incremental Loans may participate on a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be pro rata basis or on a less than $10,000,000 if such amount represents all pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the remaining availability under applicable Incremental Amendment. (b) This Section 2.12 shall supersede any provisions in Section 12.1 or Section 12.7 to the Incremental Capcontrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at subject, in the time case of each such request and Incremental Loans incurred to fund a Limited Condition Acquisition, to Section 1.08, upon the effectiveness of each any Incremental Term Facility Amendment, Amendment referred to below and at the time when any such Incremental Loan is made (A) subject to the last sentence of Section 4.02and after giving effect thereto), no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans borrowed on a any date shall not exceed (i) $175,000,000 minus the aggregate principal amount of Revolving Commitment Increases incurred in reliance on the Unrestricted ABL Incremental Amount incurred under the ABL Facility prior to such incurrence of Incremental Loans hereunder (the “Unrestricted TL Incremental Amount”) plus (ii) the amount of any voluntary prepayments of the Loans (it being understood that any prepayment of Loans with the proceeds of Indebtedness shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional amounts so long as, after giving Pro Forma Basis with Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the Financial Covenant Level recomputed cash proceeds of any such Incremental Loans and assuming such Incremental Loans are fully drawn), the Secured Net Leverage Ratio as of the last day of the most recently ended fiscal quarter Test Period shall not exceed 4.1 to 1.0; provided that, to the extent any additional amounts are being incurred pursuant to this clause (iii) concurrently with amounts incurred pursuant to the Unrestricted TL Incremental Amount in clause (i), the Secured Net Leverage Ratio shall be permitted to exceed 4.1 to 1.0 to the extent of such amounts incurred in reliance on the Unrestricted TL Incremental Amount as of the Borrower last day of the most recently ended Test Period; provided, further, that, for which financial statements have been delivered the avoidance of doubt, Incremental Loans may be incurred at the Borrower’s election pursuant to Section 5.01(athis clause (iii) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer prior to the effect utilization of the amounts set forth in clauses (Ai) and (Bii) aboveabove (it being understood that if the Borrower does not make such an election, together with reasonably detailed calculations demonstrating compliance with Incremental Loans will be deemed to have been incurred pursuant to clause (Biii) aboveprior to clauses (i) and (ii)). The Incremental Loans (a) shall have the same Guarantees as, and shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, Incremental Loans and the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase Incremental Loans, in each case, shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ec) the interest rate margins and, subject to clause clauses (D)a) and (b) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (d) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further(e) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below (although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, thatas the case may be), in determining the interest rate margins applicable subject to customary “SunGard” limitations to the term loans incurred pursuant extent the proceeds of any Incremental Amendment are being used to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity)finance a Limited Condition Acquisition, (yf) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans prepayments, shall be required, to treated substantially the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, same as (and in such case any event no more favorably) than the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (Fg) any except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are Loans, if not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent (it being understood that no consent shall be required from the Administrative Agent for terms and conditions that are more restrictive than the Loans to the extent that they apply to periods after the then Latest Maturity Date or are otherwise added for the benefit of the Lenders hereunder). Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. (b) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Each Term Commitment Increase Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be in a minimum principal amount subject to the satisfaction on the date thereof of $10,000,000 and integral multiples the conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount the Incremental Loans for any purpose not prohibited by this Agreement. At the option of Holdings, Holdings and/or Sub Holdco may be less than $10,000,000 if co-borrower with the Borrower in respect of any Incremental Loans, and any Incremental Amendment, in addition to effecting amendments to the Loan Documents to effect the provisions of this Section 2.12, including to provide for such amount represents co-borrowing, without the consent of any other Lenders, may provide for the transfer of all or any portion of Holdings’ and/or Sub Holdco’s obligations as co-borrower under any such Incremental Loans to the remaining availability under Borrower on the Incremental Capterms set forth therein; provided, however, that, effective upon any such transfer, the Guaranty of Holdings and Sub Holdco shall apply to any such transferred obligations. (c) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of to an additional existing tranche of term loans hereunder (each such increase, a the “Incremental Term Commitment IncreaseLoans”) from one or more entities that are then Lenders and Additional Lenders); provided that (w) at the time of each that any such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02Loan is made, no Default or Event of Default shall have occurred and be continuing continuing, except that in the case of Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, in which case at the time such Incremental Term Loan is made, no Event of Default pursuant to Sections 9.01(a) or (f) shall result therefrom have occurred and be continuing, (Bx) at the Borrower shall be in compliance on a Pro Forma Basis with time that any such Incremental Term Loan is made, the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document shall be true and correct in all material respects on and as of such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that to the extent that any representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, such representation and warranty shall be true and correct in all respects on such respective dates, and except that for which financial purposes of this section, the representations and warranties contained in clause (a) of Section 6.05 shall be deemed to refer to the most recent statements have been delivered furnished pursuant to Section 5.01(aclauses (a) or and (b), respectively, of Section 7.01; provided, further, that, in the case of Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, such representations and warranties to be made at the time that any such Incremental Term Loan is made shall be limited to the Specified Representations and the “acquisition agreement representations” (Cor similar representations) conformed as appropriate for such transaction; and (y) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer Responsible Officer, in detail reasonably satisfactory to the effect set forth in clauses Administrative Agent, demonstrating that the incurrence of such Incremental Term Loans requested does not violate the provisions of the Relative Rights Agreement or the Master Lease. The aggregate amount of the Incremental Term Loans shall not exceed the greater of (Ax)(A) $300,000,000 and (B) above100% of Consolidated EBITDA plus (y) an unlimited amount, together so long as in the case of this clause (y) only, the Borrower has at the time such Incremental Term Loan is made, a Senior Secured Net Leverage Ratio equal to or less than 3.25:1.00 calculated on a Pro Forma Basis; provided that for purposes of this clause (y), net cash proceeds of Incremental Term Loans incurred at such time shall not be netted against the applicable amount of Consolidated Indebtedness for purposes of such calculation of the Senior Secured Net Leverage Ratio plus (z) the aggregate amount of voluntary prepayments of Term Loans other than from the proceeds of the incurrence of Indebtedness (provided, however, that if amounts incurred under clause (y) are incurred concurrently with the incurrence of Incremental Term Loans under clause (x) and/or (z), the Senior Secured Net Leverage Ratio shall be calculated without giving effect to such amounts incurred in reliance on the foregoing clause (x) and/or (z); provided, further, for the avoidance of doubt, to the extent the proceeds of any Incremental Term Loans are being utilized to repay Indebtedness, such calculations shall give pro forma effect to such repayments) (the amount available under clauses (x), (y) and (z), the “Available Incremental Amount”). The Borrower may elect to use clause (y) of the Available Incremental Amount regardless of whether the Borrower has capacity under clauses (x) or (z) of the Available Incremental Amount. Further, the Borrower may elect to use clause (y) of the Available Incremental Amount prior to using clause (x) or (z) of the Available Incremental Amount, and if both clause (y) and clause (x) and/or (z) of the Available Incremental Amount are available and the Borrower does not make an election, then the Borrower will be deemed to have elected to use clause (y) of the Available Incremental Amount. (b) The Incremental Term Loans shall (i) be on terms and pursuant to documentation to be determined by the Borrower and the Lenders thereunder; provided that, to the extent such terms and documentation (except to the extent permitted by clauses (ii) and (iii) below) are not consistent with this Agreement, they shall be reasonably detailed calculations demonstrating compliance with clause satisfactory to the Borrower and the Administrative Agent, (ii) (A) not mature earlier than the Maturity Date for any outstanding Term Loans and (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the have a Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity of any outstanding Term Loans; provided that this clause (ii) shall not apply to up to $75,000,000 of Indebtedness, in the aggregate, in respect of all Incremental Term Loans and any Indebtedness incurred pursuant to Section 8.03(u) and (v) (this clause (ii), the security interests “Maturity and guaranties benefiting the loans under such Term Commitment Increase shall be identical Weighted Average Life to those benefiting the Term Loans incurred on the Effective DateMaturity Limitations”), (Eiii) only be guaranteed by the Guarantors, (iv) have interest rate margins and, rates and an amortization schedule (subject to clause (D), ii) above) applicable to the amortization schedule for any term loans incurred pursuant to such Incremental Term Commitment Increase shall be Loans determined by the Borrower and the Lenders providing the applicable Term Commitment Increasethereunder; provided that in that, if the event that the interest rate margins for Applicable Rate related to any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Incremental Term Loans incurred on within twenty-four (24) months of the Effective Closing Date exceeds the Applicable Rate relating to any outstanding Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 50 basis points0.50% per annum, then the interest rate margins for the Applicable Rate relating to such Term Loans shall be increased adjusted to the extent necessary so that such interest rate margins are be equal to the interest rate margins for such term loans incurred pursuant Applicable Rate relating to such Incremental Term Commitment Increase Loans minus 50 basis points0.50% per annum; provided, further, thatthat the immediately preceding proviso shall not apply if (x) such Incremental Term Loans mature more than 24 months after the Maturity Date or (y) the aggregate principal amount of such Incremental Term Loans (together with the aggregate principal amount of all other Incremental Term Loans excluded in reliance on this clause (y) and term loan Indebtedness secured on a pari passu basis with the Liens securing the Term Loans pursuant to Section 8.03(u) and (v)) does not exceed $150,000,000 in the aggregate (the provisions under this proviso and the immediately preceding proviso collectively, the “MFN Provisions”); provided, further, that in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Applicable Rate for Incremental Term Loans incurred on or Term Loans solely for purposes of the Effective Date two immediately preceding provisos, (xw) OID original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable paid by the Borrower to the relevant all Lenders (and not any one Lender) providing Term Loans or Incremental Term Loans in the initial primary syndication thereof shall be included and equated to interest (with OID being equated to interest based on an assumed four-year life to maturity), (yx) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) Book Runners in connection with this Agreement the Term Loans or to one or more arrangers (or their affiliatesAffiliates) of any the Incremental Term Commitment Increase Loans shall be excluded and excluded, (zy) if the Term Commitment Increase includes an interest rate floor lowest permissible Base Rate is greater than 2.00% per annum and the interest rate lowest permissible Eurodollar Rate is greater than 1.00% per annum, in each case the difference between the “floor” and 1.00%, in the case of Eurodollar Rate Loans, and such floor applicable to and 2.00% per annum, in the Term Loans incurred on the Effective Datecase of Base Rate Loans, such increased amount shall be equated to interest margin Applicable Rate for purposes of determining whether an increase to the applicable interest margin for two immediately preceding provisos and (v) the Incremental Term Loans shall may be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, secured only by Collateral and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred may only be secured by either a pari passu or a junior Lien on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be Collateral, in each case on the terms and pursuant to documentation (including an Acceptable Intercreditor Agreement if applicable) reasonably satisfactory to be determined by the Borrower and the Lenders lenders providing the applicable such Incremental Term Commitment IncreaseLoans; provided that that, to the extent such terms and documentation are not consistent with this Agreement (except as they relate to the extent permitted by clause (D) maturity, Weighted Average Life to Maturity or (E) aboveinterest rates), they shall not be more favorable, taken as a whole (as reasonably satisfactory determined by the Borrower), to the lenders providing such Incremental Term Loans than the terms of the Term Loans (other than with respect to terms and conditions applicable after the maturity of the Term Loans) unless such more favorable terms are added for the benefit of the Term Loans, which shall not require the consent of the Lenders and any such Incremental Term Loans may contain any financial maintenance covenants, so long as such covenants are also added for the benefit of the Lenders, which shall not require consent of the Lenders. (c) Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by an existing Lender (and no Term Loan Lender shall have any obligation to make an Incremental Term Loan) or by any other bank or other financial institution reasonably acceptable to the Administrative Agent and the Borrower (any such other bank or other financial institution being called an “Additional Lender”). (d) Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, the Borrower, each Guarantor, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount The Incremental Amendment may, without the consent of $10,000,000 any other Lenders, effect such amendments to this Agreement and integral multiples of $1,000,000 in excess thereof; provided that such amount the other Loan Documents as may be less than $10,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14 (including, without limitation, to preserve “fungibility” or to add premiums in respect of existing Term Loans in connection with an increase to such amount represents all Term Loans). (e) This Section 2.14 shall supersede any provisions in Sections 2.13 and 11.01 to the remaining availability under the Incremental Capcontrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request (i) before and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject after giving effect to the last sentence incurrence of Section 4.02such Incremental Loans, no Default or Event of Default shall have occurred exist, (ii) any Incremental Loans will rank pari passu in right of payment with existing Loans and be continuing or shall result therefrom the Liens securing any Incremental Loans will rank pari passu with the Liens securing the existing Loans, (Biii) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the final maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall not be no earlier than the Term then Latest Maturity DateDate of any other Loans hereunder, (iv) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity that of the Term then-existing Loans, (v) the representations and warranties contained in Article V or any other Loan Document shall be true and correct in all material respects both before and after the effectiveness of any Incremental Amendment; provided that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects both before and after the effectiveness of any Incremental Amendment, and (vi) the Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.00 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Incremental Loans and the security interests and guaranties benefiting the loans any Acquisition permitted under this Agreement and/or any other transactions related to such Term Commitment Increase Incremental Loans. Each tranche of Incremental Loans shall be identical in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall not exceed $150,000,000. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Incremental Loans), in each case on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution or institutional lender or investor (any such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Lender’s providing such Incremental Loans if such consent by the Administrative Agent would be required under Section 12.2(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable Incremental Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment and the Borrowing of Incremental Loans hereunder shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that all references to “the date of such Loan” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and the satisfaction of such other conditions (if any) as the parties thereto shall agree and, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, Board of Director resolutions, officers’ certificates and/or reaffirmation agreements consistent with those benefiting the Term Loans incurred delivered on the Effective Date, together with such supplements and/or amendments to the Collateral Documents as the Administrative Agent shall reasonably request (Eincluding, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. Subject to clauses (iii) and (iv) of the interest rate margins and, subject to first proviso of this clause (Da), the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder. The interest rate margin, upfront fees and OID applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided. Except as otherwise required or permitted in this Section 2.12, furtherall other terms of such Incremental Loans, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in Any Incremental Loans may participate on a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be pro rata basis or on a less than $10,000,000 if such amount represents all pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the remaining availability under applicable Incremental Amendment. (b) This Section 2.12 shall supersede any provisions in Section 12.1 or Section 12.7 to the Incremental Capcontrary.

Incremental Borrowings. (a) (i) At The Borrowers may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice from the Parent to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches incremental Revolver Commitments (each an “Incremental Commitment” and all of term them, collectively, the “Incremental Commitments” and any such loans hereunder or increases in thereunder, the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional ”). Each tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower Commitments shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum aggregate principal amount of that is not less than $10,000,000 and integral multiples of $1,000,000 in excess thereof10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence; provided, further that the allocation of any portion of such increase to the Australian Revolver Commitments shall be determined by the Agent in consultation with the Borrowers, with the approval of each Lender and Additional Lender (if any) agreeing to such increase; provided, further that no allocation of any Incremental CapCommitment to the Australian Revolver Commitments shall be permitted to the extent the Australian Revolver Commitments would exceed the U.S. Revolver Commitments after giving effect to such Incremental Commitment. Any such increase in Revolver Commitments may increase the U.S. Letter of Credit Sublimit or the Australian Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the U.S. Letter of Credit Sublimit or the Australian Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and the Issuing Bank at the time shall have no obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Commitments shall not exceed $100,000,000. The Incremental Loans (i) shall, in the case of an Incremental Loan to the U.S. Borrowers, rank pari passu in right of payment and of security with the U.S. Loans and, in the case of an Incremental Loan to Australian Borrowers, rank pari passu in right of payment and of security with the Australian Loans and (ii) shall be implemented by way of increase of the Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical, including the Applicable Margin and any other pricing matter related to the Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Incremental Commitments and Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment, (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Incremental Commitments thereunder shall have been paid and (iv) the Borrowers shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Agent. (b) Each notice from the Parent pursuant to this Section 2.16 shall set forth the requested amount and proposed terms of the relevant Incremental Commitments and Incremental Loans. Incremental Commitments and Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Commitment or Incremental Loan) or by any Additional Lender that is an Eligible Transferee reasonably acceptable to the Agent and each Issuing Bank (each such consent not to be unreasonably withheld, delayed or conditioned). Incremental Commitments shall become Revolver Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender agreeing to provide such Incremental Commitment, if any, each Additional Lender, if any, the Agent and, if applicable, the Issuing Bank. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent, to effect the provisions of this Section 2.16. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2. The Borrowers shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of to an additional existing tranche of term loans hereunder (each such increase, a the “Incremental Term Commitment IncreaseLoans”) from one or more entities that are then Lenders and Additional Lenders); provided that (w) at the time of each that any such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02Loan is made, no Default or Event of Default shall have occurred and be continuing continuing, except that in the case of Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, in which case at the time such Incremental Term Loan is made, no Event of Default pursuant to Sections 9.01(a) or (f) shall result therefrom have occurred and be continuing, (Bx) at the Borrower shall be in compliance on a Pro Forma Basis with time that any such Incremental Term Loan is made, the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document shall be true and correct in all material respects on and as of such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that to the extent that any representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, such representation and warranty shall be true and correct in all respects on such respective dates, and except that for which financial purposes of this section, the representations and warranties contained in clause (a) of Section 6.05 shall be deemed to refer to the most recent statements have been delivered furnished pursuant to Section 5.01(aclauses (a) or and (b), respectively, of Section 7.01; provided, further, that, in the case of Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, such representations and warranties to be made at the time that any such Incremental Term Loan is made shall be limited to the Specified Representations and the “acquisition agreement representations” (Cor similar representations) conformed as appropriate for such transaction; and (y) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer Responsible Officer, in detail reasonably satisfactory to the effect set forth in clauses Administrative Agent, demonstrating that the incurrence of such Incremental Term Loans requested does not violate the provisions of the Relative Rights Agreement or the Master Lease. The aggregate amount of the Incremental Term Loans shall not exceed the greater of (Ax)(A) $500,000,000 and (B) above100% of Consolidated EBITDA plus (y) an unlimited amount, together so long as in the case of this clause (y) only, the Borrower has at the time such Incremental Term Loan is made, a Senior Secured Net Leverage Ratio equal to or less than 3.75:1.00 calculated on a Pro Forma Basis; provided that for purposes of this clause (y), net cash proceeds of Incremental Term Loans incurred at such time shall not be netted against the applicable amount of Consolidated Indebtedness for purposes of such calculation of the Senior Secured Net Leverage Ratio plus (z) the aggregate amount of voluntary prepayments of Term Loans other than from the proceeds of the incurrence of Indebtedness (provided, however, that if amounts incurred under clause (y) are incurred concurrently with the incurrence of Incremental Term Loans under clause (x) and/or (z), the Senior Secured Net Leverage Ratio shall be calculated without giving effect to such amounts incurred in reliance on the foregoing clause (x) and/or (z); provided, further, for the avoidance of doubt, to the extent the proceeds of any Incremental Term Loans are being utilized to repay Indebtedness, such calculations shall give pro forma effect to such repayments) (the amount available under clauses (x), (y) and (z), the “Available Incremental Amount”). The Borrower may elect to use clause (y) of the Available Incremental Amount regardless of whether the Borrower has capacity under clauses (x) or (z) of the Available Incremental Amount. Further, the Borrower may elect to use clause (y) of the Available Incremental Amount prior to using clause (x) or (z) of the Available Incremental Amount, and if both clause (y) and clause (x) and/or (z) of the Available Incremental Amount are available and the Borrower does not make an election, then the Borrower will be deemed to have elected to use clause (y) of the Available Incremental Amount. (b) The Incremental Term Loans shall (i) be on terms and pursuant to documentation to be determined by the Borrower and the Lenders thereunder; provided that, to the extent such terms and documentation (except to the extent permitted by clauses (ii) and (iii) below) are not consistent with this Agreement, they shall be reasonably detailed calculations demonstrating compliance with clause satisfactory to the Borrower and the Administrative Agent, (ii) (A) not mature earlier than the Maturity Date for any outstanding Term Loans and (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the have a Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity of any outstanding Term Loans; provided that this clause (ii) shall not apply to up to $150,000,000 of Indebtedness, in the aggregate, in respect of all Incremental Term Loans and any Indebtedness incurred pursuant to Section 8.03(u) and (v) (this clause (ii), the security interests “Maturity and guaranties benefiting the loans under such Term Commitment Increase shall be identical Weighted Average Life to those benefiting the Term Loans incurred on the Effective DateMaturity Limitations”), (Eiii) only be guaranteed by the Guarantors, (iv) have interest rate margins and, rates and an amortization schedule (subject to clause (D), ii) above) applicable to the amortization schedule for any term loans incurred pursuant to such Incremental Term Commitment Increase shall be Loans determined by the Borrower and the Lenders providing the applicable Term Commitment Increasethereunder; provided that in that, if the event that the interest rate margins for Applicable Rate related to any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Incremental Term Loans incurred on within twelve (12) months of the Effective Date exceeds the Applicable Rate relating to any outstanding Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 50 basis points0.50% per annum, then the interest rate margins for the Applicable Rate relating to such Term Loans shall be increased adjusted to the extent necessary so that such interest rate margins are be equal to the interest rate margins for such term loans incurred pursuant Applicable Rate relating to such Incremental Term Commitment Increase Loans minus 50 basis points0.50% per annum; provided, further, thatthat the immediately preceding proviso shall not apply if (x) such Incremental Term Loans mature more than 12 months after the Maturity Date or (y) the aggregate principal amount of such Incremental Term Loans (together with the aggregate principal amount of all other Incremental Term Loans excluded in reliance on this clause (y) and term loan Indebtedness secured on a pari passu basis with the Liens securing the Term Loans pursuant to Section 8.03(u) and (v)) does not exceed $150,000,000 in the aggregate (the provisions under this proviso and the immediately preceding proviso collectively, the “MFN Provisions”); provided, further, that in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Applicable Rate for Incremental Term Loans incurred on or Term Loans solely for purposes of the Effective Date two immediately preceding provisos, (xw) OID original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable paid by the Borrower to the relevant all Lenders (and not any one Lender) providing Term Loans or Incremental Term Loans in the initial primary syndication thereof shall be included and equated to interest (with OID being equated to interest based on an assumed four-year life to maturity), (yx) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) Book Runners in connection with this Agreement the Term Loans or to one or more arrangers (or their affiliatesAffiliates) of any the Incremental Term Commitment Increase Loans shall be excluded and excluded, (zy) if the Term Commitment Increase includes an interest rate floor lowest permissible Base Rate is greater than 1.50% per annum and the interest rate lowest permissible Eurodollar Rate is greater than 0.50% per annum, in each case the difference between the “floor” and 0.50%, in the case of Eurodollar Rate Loans, and such floor applicable to and 1.50% per annum, in the Term Loans incurred on the Effective Datecase of Base Rate Loans, such increased amount shall be equated to interest margin Applicable Rate for purposes of determining whether an increase to the applicable interest margin for two immediately preceding provisos and (v) the Incremental Term Loans shall may be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, secured only by Collateral and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred may only be secured by either a pari passu or a junior Lien on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be Collateral, in each case on the terms and pursuant to documentation (including an Acceptable Intercreditor Agreement if applicable) reasonably satisfactory to be determined by the Borrower and the Lenders lenders providing the applicable such Incremental Term Commitment IncreaseLoans; provided that that, to the extent such terms and documentation are not consistent with this Agreement (except as they relate to the extent permitted by clause (D) maturity, Weighted Average Life to Maturity or (E) aboveinterest rates), they shall not be more favorable, taken as a whole (as reasonably satisfactory determined by the Borrower), to the lenders providing such Incremental Term Loans than the terms of the Term Loans (other than with respect to terms and conditions applicable after the maturity of the Term Loans) unless such more favorable terms are added for the benefit of the Term Loans, which shall not require the consent of the Lenders and any such Incremental Term Loans may contain any financial maintenance covenants, so long as such covenants are also added for the benefit of the Lenders, which shall not require consent of the Lenders. (c) Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by an existing Lender (and no Term Loan Lender shall have any obligation to make an Incremental Term Loan) or by any other bank or other financial institution reasonably acceptable to the Administrative Agent and the Borrower (any such other bank or other financial institution being called an “Additional Lender”). (d) Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, the Borrower, each Guarantor, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount The Incremental Amendment may, without the consent of $10,000,000 any other Lenders, effect such amendments to this Agreement and integral multiples of $1,000,000 in excess thereof; provided that such amount the other Loan Documents as may be less than $10,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14 (including, without limitation, to preserve “fungibility” or to add premiums in respect of existing Term Loans in connection with an increase to such amount represents all Term Loans). (e) This Section 2.14 shall supersede any provisions in Sections 2.13 and 11.01 to the remaining availability under the Incremental Capcontrary.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) from one or more entities that are then Lenders and Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (i) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (ii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clause (i) above, (iii) the maturity date shall be the Revolving Maturity Date, and such Revolving Commitment Increase shall otherwise be on identical terms (including with respect to security interests and guaranties) to those of the Revolving Commitments pursuant to this Agreement, and (iv) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Revolving Commitment Increase; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase without its written consent. Each Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. (b) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder or an increase in an existing tranche of term loans hereunder (each such additional tranche or increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Term Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (Ai) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b)therefrom, (Cii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (Bi) above, (Diii) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Latest Maturity Date, the Weighted Average Life to Maturity of any such Term Loans term loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the any outstanding Term Loans and the security interests and guaranties benefiting the term loans under such Term Commitment Increase shall be identical to those benefiting the any outstanding Term Loans incurred on the Effective DateLoans, (Eiv) the interest rate, interest rate margins margins, rate floors, upfront fees, funding discount, original issue discount, prepayment terms and premiums and, subject to clause (Diii), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase (determined as of the date of incurrence of such term loans) are higher than the interest rate margins for the Term Loans incurred on the Effective Date or on the First Amendment Effective Date or the Second Amendment Effective Dateof any Class then outstanding (determined as of such date (giving effect to any amendments to the Applicable Rate for such Term Loans that become effective subsequent to the Effective Date but prior to such date, but excluding the effect to any increase in interest rate margins with respect thereto pursuant to this clause (iv)) by more than 50 basis points, then the interest rate margins for the Term Loans incurred on the Effective Date or on the First Amendment Effective Date or the Second Amendment Effective Dateof such Class then outstanding shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, provided further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on or prior to the Effective Date Dateof any Class then outstanding (xA) OID or upfront or similar fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest rate margins based on an assumed four-year life to maturity), (yB) customary arrangement or commitment fees payable to any of the Joint Bookrunners Arrangers (or their respective affiliatesaffiliatesAffiliates) in connection with this Agreement or to one or more arrangers (or their affiliatesaffiliatesAffiliates) of any Term Commitment Increase shall be excluded and (zC) if the term loans incurred pursuant to such Term Commitment Increase includes include an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective DateDate or on the First Amendment Effective Date or the Second Amendment Effective Dateof such Class then outstanding, such increased amount shall be equated to interest margin rate margins for purposes of determining whether an increase to the applicable interest margin rate margins for the Term Loans incurred on the Effective Date or on the First Amendment Effective Date or the Second Amendment Effective Dateof such Class then outstanding shall be required, to the extent an increase in the interest rate floor in for the Term Loans incurred on the Effective Date or on the First Amendment Effective Date or the Second Amendment Effective Dateof such Class then outstanding would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date or on the First Amendment Effective Date or the Second Amendment Effective Dateof such Class then outstanding shall be increased by such increased amount (and, for purposes of the foregoing, (x) the Term Loans outstanding on the Third Amendment Effective Date shall be deemed to have been incurred with OID or upfront fees of 25 basis points and (Fy) subject to the foregoing clause (y), if the Term Loans of any Class shall have been incurred with different amounts of OID or upfront fees, then the interest rate margins with respect to all the Term Loans of such Class will be determined on the basis of the weighted average of the amounts of such OID and/or upfront fees), and (v) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (Diii) or (Eiv) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increase or Term Commitment Increase. Notwithstanding anything to contrary herein, the aggregate principal amount of any Revolving Commitment Increases or any Term Commitment Increases may not exceed the Incremental Cap at the time of effectiveness thereof. (d) Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Revolving Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the applicable Lenders and the Administrative Agent. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender shall have the right to participate in or, unless it agrees, be obligated to provide, any Revolving Commitment Increase) or by any Additional Revolving Lender. An Incremental Revolving Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Revolving Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Lenders providing the applicable Revolving Commitment Increase, be subject to the satisfaction on the date thereof (each, an “Incremental Revolving Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Revolving Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective 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 opinion reasonably satisfactory to the Administrative Agent). (e) Commitments in respect of any Term Commitment Increase shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents executed by the Borrower, the applicable Lenders and the Administrative Agent. Term Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender shall have any right to participate in or, unless it agrees, be obligated to provide, any Term Commitment Increase) or by any Additional Term Lender. An Incremental Term Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Lenders providing the applicable Term Commitment Increase, be subject to the satisfaction on the date thereof (each, an “Incremental Term Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Term Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective 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 opinion reasonably satisfactory to the Administrative Agent). (f) (i) Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage thereof. Any Revolving Loans outstanding immediately prior to the date of such Revolving Commitment Increase that are Eurocurrency Loans will (except to the extent otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Revolving Lenders holding such Loans immediately prior to the date of such Revolving Commitment Increase, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time it will be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01 in accordance with the Applicable Percentages of the Revolving Lenders after giving effect to the Revolving Commitment Increase; provided, however, that upon the occurrence of any Event of Default, each Revolving Commitment Increase Lender will promptly purchase (for cash at face value) assignments of portions of such outstanding Revolving Loans of other Revolving Lenders so that, after giving effect thereto, all Revolving Loans that are Eurocurrency Loans are held by the Revolving Lenders in accordance with their then-current Applicable Percentages. Any such assignments shall be effected in accordance with the provisions of Section 9.04; provided that the parties hereto hereby consent to such assignments and the minimum assignment amounts and processing and recordation fee set forth in Section 9.04(b) shall not apply thereto. If there are any ABR Revolving Loans outstanding on the date of such Revolving Commitment Increase, such Loans shall either be prepaid by the Borrower on such date or refinanced on such date (subject to satisfaction of applicable borrowing conditions) with Revolving Loans made on such date by the Revolving Lenders (including the Revolving Commitment Increase Lenders) in accordance with their Applicable Percentages. In order to effect any such refinancing, (i) each Revolving Commitment Increase Lender will make ABR Revolving Loans to the Borrower by transferring funds to the Administrative Agent in an amount equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such Revolving Commitment Increase Lender’s Revolving Commitment Increase by the aggregate amount of the Revolving Commitments (after giving effect to the Revolving Commitment Increase on such date) and (ii) such funds will be applied to the prepayment of outstanding ABR Revolving Loans held by the Revolving Lenders other than the Revolving Commitment Increase Lenders, and transferred by the Administrative Agent to the Revolving Lenders other than the Revolving Commitment Increase Lenders, in such amounts so that, after giving effect thereto, all ABR Revolving Loans will be held by the Revolving Lenders in accordance with their then-current Applicable Percentages. On the date of such Revolving Commitment Increase, the Borrower will pay to the Administrative Agent, for the accounts of the Revolving Lenders receiving such prepayments, accrued and unpaid interest on the principal amounts of their Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borro

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the ClosingAmendment No. 1 Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Loans shall be continuing in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall not exceed the sum of (Ax) $2070,000,000 in the aggregate pursuant to this clause (A) or shall result therefrom (B) at the Borrower shall be Borrower’s option, up to an unlimited amount if, in compliance the case of this clause (B) only, the Total Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis with Basis) (the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(aapplicable amount under clause (A) or (bB), the “Available Incremental Amount”) (Cit being understood that Incremental Loans may be incurred under clause (B) of the Borrower shall have delivered a certificate Available Incremental Amount regardless of a Financial Officer to the effect set forth in whether there is capacity under clause (A) thereof, and if both clauses (A) and (B) aboveare available and the Borrower does not make an election, together with reasonably detailed calculations demonstrating compliance with the Borrower will be deemed to have elected clause (BB)))plus (y) abovethe amount of any repayment of any Loan made by the Borrower pursuant to Sections 2.05(a) and/or (b) after the Amendment No. 1 Effective Date (other than any such repayment made with proceeds of long-term funded Indebtedness (other than revolving Indebtedness)) (the amount described in this clause (y), the “Incremental Repayment Component”). The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to anysuch Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that in the event that the interest rate margins for All-In Yield applicable to suchany Incremental Loans (other than any term loans Incremental Loan incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred in reliance on the Effective Date Incremental Repayment Component) exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans Incremental Loans (other than any Incremental Loan incurred pursuant to such Term Commitment Increase in reliance on the Incremental Repayment Component) minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below, and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Datetime, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect add one or more additional tranches of term loans hereunder or increases in and/or increase the aggregate principal amount of the Term Loans, which shall take the form Loans of an additional tranche of existing Class by requesting new term loans hereunder commitments to be added to such Loans (each any such new tranche or increase, a the “Incremental Facility” and any loans made pursuant to an Incremental Facility, the “Incremental Term Commitment IncreaseLoans”) from one or more entities that are then Lenders and Additional Lenders; ), provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Loan Amendment, (A) subject except to the last sentence extent provided in Section 1.09, if the proceeds of Section 4.02any Incremental Facility are being used to finance a Limited Condition Transaction, no Default or Event of Default shall have has occurred and be is continuing or shall result therefrom therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Term Loans shall not exceed the sum of (Bi) the greater of (x) $45,000,000 and (y) 50% of Consolidated EBITDA of the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower Test Period for which financial statements have been delivered pursuant are available as determined on a Pro Forma Basis (the “Fixed Dollar Incremental Amount”), less the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt incurred and/or issued in reliance on the Fixed Dollar Incremental Amount plus (ii) the amount of any voluntary prepayments of the Term Loans and Permitted Alternative Incremental Facilities Debt secured on a pari passu basis with the Term Loans, the amount paid in Cash in respect of any reduction in the outstanding amount of any Term Loan resulting from any assignment of such Term Loan to Section 5.01(a(and/or purchase of such Term Loan by) Holdings, the Borrower and/or any of their respective Restricted Subsidiaries, and/or application of any “yank-a-bank” provisions, in each case effected after the Closing Date (it being understood that any prepayment of such Indebtedness with the proceeds of substantially concurrent borrowings of long-term Indebtedness (other than revolving loans) shall not increase the calculation of the amount under this clause (ii)) plus (iii) an unlimited amount so long as, in the case of this clause (iii), after giving effect to such Incremental Facility, (A) in the case of Incremental Facilities secured by a Lien on the Collateral that is pari passu basis with Liens securing the Obligations, the First Lien Leverage Ratio as determined as of the last day of the most recently ended Test Period for which financial statements are available as determined on a Pro Forma Basis would not exceed 3.25:1.00, (B) in the case of Incremental Facilities secured by a Lien on the Collateral that is on a junior basis to the Liens securing the Obligations, the Total Secured Leverage Ratio as determined as of the last day of the most recently ended Test Period for which financial statements are available as determined on a Pro Forma Basis would not exceed 3.25:1.00 and (C) in the case of unsecured Incremental Facilities, either (I) the Total Leverage Ratio as determined as of the last day of the most recently ended Test Period for which financial statements are available as determined on a Pro Forma Basis, would not exceed 4.00:1.00 (as determined on a Pro Forma Basis) or (bII) the Interest Coverage Ratio as of the last day of the most recently ended Test Period for which financial statements are available as determined on a Pro Forma Basis, would be at least 2.00:1.00 (amounts incurred under this clause (iii), the “Incremental Incurrence Amount”) (it being understood that for purposes of clause (iii) of this Section 2.14 (a), the cash proceeds of the relevant Incremental Facility (other than cash proceeds not applied promptly for the specified transaction in connection with such incurrence) shall be excluded in calculating the unrestricted cash amount used in determining the First Lien Leverage Ratio, Total Secured Leverage Ratio or Total Leverage Ratio, as applicable) (the amounts described in clauses (i), (Cii) and (iii) above, the “Incremental Cap”), (it being understood that, at the Borrower’s election, (I) the Borrower shall be deemed to have delivered a certificate used amounts under clause (iii) prior to utilization of a Financial Officer to the effect set forth in amounts under clause (i) or (ii), (II) Loans may be incurred simultaneously under clauses (Ai), (ii) and (B) aboveiii), together with reasonably detailed calculations demonstrating compliance with and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under clause (Biii) above and then calculating the incurrence under clauses (i) and (ii) above and (III) any portion of any Incremental Facility incurred in reliance on clause (i) and/or (ii) may be reclassified, as the Borrower may elect from time to time, as incurred under clause (iii) to the extent permitted thereunder at such time on a Pro Forma Basis). Each Incremental Term Loan shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above: provided further that: (i) the interest rate and (subject to clauses (ii) and (iii) below) amortization schedule applicable to any Incremental Facility or Incremental Term Loans will be determined by the Borrower and the lenders providing such Incremental Facility or Incremental Term Loans; provided that, in the case of Incremental Term Loans or Incremental Facilities denominated in U.S. dollars that are pari passu in right of payment and with respect to security with the Initial Term Loans, such interest rate will not be more than 0.50% higher than the corresponding interest rate applicable to the Initial Term Loans unless the interest rate margin with respect to the Initial Term Loans is adjusted to be equal to the interest rate with respect to the relevant Incremental Loans or Incremental Facility, minus, 0.50%; provided, further, that in determining the applicable interest rate: (w) original issue discount or upfront fees paid by the Borrower in connection with the Initial Term Loans, as applicable, or such Incremental Facility or Incremental Term Loans (based on a four-year average life to maturity), shall be included as interest, (Dx) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Term Loans or incurred on the Closing Date or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Incremental Facility or Incremental Term Loans shall be excluded and (y) if such Incremental Facility or Incremental Term Loans include any “LIBOR” interest rate floor greater than that applicable to the existing Term Loans, and such floor is applicable to the Initial Term Loans on the date of determination, such excess amount (and solely such excess amount) shall be equated to interest margin for determining the increase (the terms of this clause (i), the “MFN Provisions”), (ii) the final maturity date of with respect to any term loans incurred pursuant to such Incremental Term Commitment Increase Loans shall not be no earlier than the Maturity Date of the Initial Term Maturity Date, Loans, (iii) the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase Incremental Facility shall not be no shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans; (iv) any Incremental Facility may rank pari passu or junior in right of payment and pari passu or junior with respect to security with the Initial Term Loans, as applicable, or may be unsecured (and to the extent pari passu or subordinated in right of payment or security, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent), (v) any Incremental Facility that is pari passu in right of payment and pari passu with respect to security shall share ratably in any prepayments of all then existing Term Loans (and all other then-existing Incremental Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Extended Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (Drequiring ratable prepayment), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by unless the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that lenders in the event that the interest rate margins for any term loans incurred pursuant to respect of such Term Commitment Increase are higher Incremental Facility elect lesser payments, (vi) no Incremental Facility may be secured by assets other than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans Collateral and there shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, no borrowers or guarantors in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) respect of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but Incremental Facility that are not the interest rate marginBorrower or Guarantors, and (vii) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment Facilities shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increasedetermined; provided that that, to the extent such terms and documentation are not consistent with the this Agreement (except to the extent permitted by clause in clauses (Di) or through (Evi) above), they the terms and conditions of any such Incremental Facility shall be as agreed between the Borrower and the lenders providing any such Incremental Facility. (b) Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Term Loans shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Term Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Lender, the Administrative Agent. Each No Incremental Term Commitment Increase Loan Amendment shall require the consent of any Lenders other than the Additional Lenders with respect to such Incremental Term Loan Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. Commitments in a minimum principal amount respect of $10,000,000 and integral multiples any Incremental Term Loans shall become Commitments under this Agreement. An Incremental Term Loan Amendment may, without the consent of $1,000,000 in excess thereof; provided that any other Lenders, effect such amount amendments to any Loan Documents as may be less than $10,000,000 if such amount represents all necessary or appropriate, in the remaining availability under opinion of the Administrative Agent, to effect the provisions of this Section 2.14. The proceeds of any Incremental CapTerm Loans will be used for purposes set forth in any Incremental Term Loan Amendment. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that that, subject to the Limited Condition Acquisition provisions, at the time of each when any such request Incremental Loan is made (and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02after giving effect thereto), no Default or Event of Default (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 8.01(a) or 8.01(f) as of the Transaction Agreement Date) shall have occurred and be continuing or shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance on a Pro Forma Basis with an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect limit set forth in clauses the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans, when aggregated with (A) the aggregate amount of Permitted Pari Passu Secured Debt (that is not designated as Credit Agreement Refinancing Indebtedness) and (B) abovethe aggregate principal amount of Permitted Ratio Debt incurred in reliance on clauses (x) or (y) of the definition of Maximum Incremental Amount, together shall not exceed the Maximum Incremental Amount. (a) The Incremental Loans shall rank pari passu in right of payment and of security with reasonably detailed calculations demonstrating compliance with clause (B) abovethe Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall not be mature earlier than the Term Original Loan Maturity Date, (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant to Incremental Loans exceeds the All-In Yield of any Class of Loans existing at such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, in determining (f) the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Specified Representations shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall either be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in Agent or not more favorable, taken as a minimum principal amount whole, to the lenders providing such Incremental Loans than the terms of $10,000,000 the existing Loans (other than with respect to any terms and integral multiples conditions applicable after the maturity date of $1,000,000 in excess thereofthe Loans); provided that no such Incremental Loans shall have financial covenants and more restrictive covenants than those contained in this Agreement unless (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders (which amendment shall not require the consent of any Lender). Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be less than $10,000,000 made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amount represents all amendments to this Agreement and the remaining availability under other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions described in this Section 2.12(a) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by upon at least 5 Business Days’ notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders)) and with the consent of the Required Lenders, request to effect one or more additional tranches of term loans hereunder or increases in Loans under this clause (a) of this Section 2.12 (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that that, subject to the Limited Condition Acquisition provisions, at the time of each when any such request Incremental Loan is made (and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02after giving effect thereto), no Default or Event of Default (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 8.01(a) or 8.01(f) as of the Transaction Agreement Date) shall have occurred and be continuing or shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance on a Pro Forma Basis with an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect limit set forth in clauses the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans, when aggregated with (A) the aggregate amount of Permitted Pari Passu Secured Debt (that is not designated as Credit Agreement Refinancing Indebtedness) and (B) abovethe aggregate principal amount of Permitted Ratio Debt shall not exceed the Maximum Incremental Amount. (I) The Incremental Loans shall rank pari passu in right of security and pari passu or, together with reasonably detailed calculations demonstrating compliance the consent of the Required Lenders, superpriority in right of payment with clause (B) abovethe Loans, (DII) the maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall not be mature earlier than the Term Maturity Date; provided that customary bridge facilities so long as the long-term debt into which any such customary bridge facility is to be converted satisfies the foregoing, (III) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (EIV) the interest rate margins and, subject to clause clauses (D)II) and (III) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (V) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant Incremental Loans that is a Comparable Financing made on or prior to the date which is 18 months after the Closing Date exceeds the All-In Yield of any Class of Loans existing at such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points, (VI) the Specified Representations shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below and (VII) except as otherwise required or permitted in clauses (I) through (VI) above, all other terms of such Incremental Loans, if not consistent with the terms of the existing Loans, shall either be reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders) or not more favorable, taken as a whole, to the lenders providing such Incremental Loans than the terms of the existing Loans (other than with respect to any terms and conditions applicable after the maturity date of the Loans); provided that no such Incremental Loans shall have financial covenants and more restrictive covenants than those contained in this Agreement unless (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders) and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent (acting at the Direction of the Required Lenders). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (acting at the Direction of the Required Lenders) and the Borrower, to effect the provisions of this Section 2.12 (including, without limitation, to implement superpriority payment priority of the Incremental Loans, if applicable). The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions described in this Section 2.12(a) (including, without limitation, consent of the Required Lenders) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. (b) The Borrower may at any time or from time to time after the Closing Date, upon at least 5 Business Days’ notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) and with the consent of the Required Lenders, request a Borrowing of Incremental Exit Loans under this clause (b) of this Section 2.12 to be provided by the then-existing Lenders, or by any other financing source approved by the Required Lenders (it being acknowledged that the Required Lenders hereby consent to such Incremental Exit Loans to be provided by the proposed financing source (and/or any of its Affiliates) previously disclosed to the Required Lenders on terms and conditions no less favorable to the Borrower (as determined by the Borrower in its reasonable discretion) than previously disclosed to the Required Lenders); provided, further, that, at the time when any such Incremental Exit Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Exit Loans shall not exceed $10,500,000 (which, shall for the avoidance of doubt not be duplicative of any amounts under the Maximum Incremental Amount). (I) The Incremental Exit Loans shall rank pari passu in determining right of payment and of security with the Term Loans, (II) the Incremental Exit Loans shall not mature earlier than the Maturity Date, (III) the Weighted Average Life to Maturity of any Incremental Exit Loans shall be no shorter than that of the Initial Exit Loans, (IV) the interest rate margins margin applicable to the term loans incurred pursuant to such Term Commitment Increase and Incremental Exit Loans will be the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than same as the interest rate floor margin applicable to the Term Loans incurred on Loans, (V) the Effective Date, such increased amount representations and warranties set forth in this Agreement and the other Loan Documents shall be equated to interest margin for purposes true and correct in all material respects before and after the effectiveness of determining whether an increase to any Incremental Amendment and (VI) all other terms of such Incremental Exit Loans shall have terms consistent with the applicable interest margin for terms of the Term Loans. Each notice from the Borrower pursuant to this Section 2.12(b) shall set forth the requested amount of the Incremental Exit Loans. Commitments in respect of Incremental Exit Loans shall be requiredbecome Commitments under this Agreement pursuant to an Incremental Amendment to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effectprovide such Commitment, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase The Incremental Amendment may, without the consent of any other Lenders, effect such technical amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12(b). The effectiveness of (and, in the case of any Incremental Amendment for the Incremental Exit Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on such Incremental Facility Closing Date of each of the conditions described in a minimum principal amount this Section 2.12(b) (including, without limitation, consent of $10,000,000 the Required Lenders) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapExit Loans for any purpose not prohibited by this Agreement. (c) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases Loans (the “Incremental Loans”); provided that, subject to the (a) The Incremental Loans shall rank pari passu in right of payment and of security with the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (Bb) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall not be mature earlier than the Term Original Loan Maturity Date, (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject margin applicable to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall Incremental Loans will be determined by the Borrower and the Lenders lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant to Incremental Loans exceeds the All-In Yield of any Class of Loans existing at such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, in determining (e) the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Specified Representations shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zf) except as otherwise required or permitted in clauses (a) through (e) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall either be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in Agent or not more favorable, taken as a minimum principal amount whole, to the lenders providing such Incremental Loans than the terms of $10,000,000 the existing Loans (other than with respect to any terms and integral multiples conditions applicable after the maturity date of $1,000,000 in excess thereofthe Loans); provided that no such Incremental Loans shall have financial covenants and more restrictive covenants than those contained in this Agreement unless (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders (which amendment shall not require the consent of any Lender). Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be less than $10,000,000 made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amount represents all amendments to this Agreement and the remaining availability under other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions described in this Section 2.12(a) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; be made available to an Incremental Borrower, provided that both at the time of each any such request and upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and be continuing at the time that any such Incremental Loan is made (and after giving effect thereto) no Default or Event of Default shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum aggregate principal amount of that is not less than $10,000,000 and integral multiples of $1,000,000 in excess thereof; 5,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental CapLoans (together with the aggregate amount of any Incremental First Lien Term Loans) shall not exceed the sum of $75,000,000 and the aggregate amount of all voluntary prepayments of Loans hereunder and of First Lien Term Loans under the First Lien Credit Agreement (such sum, the “Incremental Availability”); provided, that any Incremental Borrower may incur additional Incremental Loans hereunder (the “Additional Incremental Loans”), so long as, on a Pro Forma Basis after giving effect to the incurrence of such Additional Incremental Loan, either (i) the Senior Secured Incurrence Test would be satisfied or (ii) the Senior Secured Leverage Ratio would be no greater than the Senior Secured Leverage Ratio in effect immediately prior to such incurrence (it being understood that, subject to the satisfaction of such test, Additional Incremental Loans may be effected by the Borrower and/or Incremental Borrower whether or not there is any unused Incremental Availability). The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Loans, (b) shall not mature earlier than the Maturity Date and (c) shall be treated substantially the same as the Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Loans and Additional Incremental Loans may be materially different from those of the Loans to the extent such differences are reasonably acceptable to the Administrative Agent, (ii) the interest rates applicable to the Incremental Loans and Additional Incremental Loans shall be determined by the Borrower and the lenders thereof and (iii) Incremental Loans and Additional Incremental Loans may be made available in any Incremental Currency; provided, further, that, as of the date of the incurrence of the Incremental Loans or Additional Incremental Loans, as the case may be, the Weighted Average Life to Maturity of the Incremental Loans or Additional Incremental Loans, as applicable, shall not be shorter than that of the Loans. Each notice from the Borrower and/or Other Incremental Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans or Additional Incremental Loans, as applicable. Incremental Loans and Additional Incremental Loans may be made by any existing Lender (and each existing Lender will have the right, but not an obligation, to make a portion of any Incremental Loan or Additional Incremental Loan on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”). Commitments in respect of Incremental Loans and Additional Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, the Incremental Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including, without limitation, such amendments to take into account the accession of an Incremental Borrower to this Agreement and an Incremental Currency other than Dollars) including, without limitation, the amendments described in Section 2.15(b). If any Incremental Loans or Additional Incremental Loans are incurred by an Other Incremental Borrower other than the Borrower, the Borrower shall guaranty such Loans pursuant to a guaranty consistent with the form of Guaranty provided on the Closing Date. The effectiveness of (and, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Sections 4.01(h) and (i) (it being understood that all references to “the date of such Borrowing” or similar language in such Sections 4.01(h) and (i) shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower and/or Incremental Borrower will use the proceeds of the Incremental Loans and Additional Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Loans or Additional Incremental Loans unless it so agrees. (b) If an Incremental Borrower is a direct or indirect holding company of the Borrower, the Incremental Amendment shall provide, among other things, that: (i) all incurrence tests and other provisions calculated prior to such Incremental Amendment by reference to the financial performance or circumstance of the Borrower and its Restricted Subsidiaries (including without limitation Capital Expenditure, Capitalized Software Expenditures, Consolidated EBITDA, Consolidated Lease Expense, Consolidated Senior Secured Debt, Consolidated Total Debt, Consolidated Working Capital, Cumulative Excess Cash Flow and Excess Cash Flow) shall be, immediately following such Incremental Amendment, calculated by reference to the financial performance or circumstance of such Incremental Borrower and its Restricted Subsidiaries provided that it is understood and agreed that (A) the applicable maximum or minimum financial ratios or amounts shall not be amended and (B) such incurrence tests and other calculations shall be determined without giving effect to the Holdings Loans or any other Indebtedness of Holdings not guaranteed by any other Loan Party; (ii) solely in connection with consummation of an acquisition previously identified to the Administrative Agent and the financing thereof, (A) for purposes of Sections 2.15(a)(ii), 7.02(j)(ii), 7.03(u)(ii) and 7.03(v)(ii), the incurrence tests set forth therein shall be calculated as if the Holding Loans were Loans of the Borrower at such time, (B) the ratio set forth in the definition of Senior Secured Incurrence Test shall be deemed to be 7.25:1.00 and (C) the ratio set forth in Section 7.03(u)(ii) shall be deemed to be 7.25:1.00; (iii) save as provided in this Section 2.15(b) or as the context otherwise requires (A) references to the Borrower in this Agreement immediately prior to such Incremental Amendment shall include, from and after the effectiveness of such Incremental Amendment, such Incremental Borrower, and (B) if such Incremental Borrower is a holding company of Holdings, references to Holdings in this Agreement immediately prior to such Incremental Amendment shall mean, from and after the effectiveness of such Incremental Amendment, such Incremental Borrower or the holding company of such Incremental Borrower; (iv) Holdings, the Borrower, such Incremental Borrower (and any other Intermediate Holding Company) and the other Loan Parties shall enter into such Loan Documents and take such action to ensure, among other things, that the requirements set forth in the definition of “Collateral and Guarantee Requirement” are and continue to be satisfied immediately following such Incremental Amendment, including without limitation (A) guaranteeing the Obligations and (B) securing the Obligations and Guarantees by a second-priority security interest in the Equity Interests of the Borrower, such Incremental Borrower (and establishing a holding company of such Incremental Borrower if required for this purpose) and each Intermediate Holding Company; (v) except as set forth in clause (b)(i) above, all representations and warranties, covenants and Events of Default contained in this Agreement applicable to the Borrower (immediately prior to such Incremental Amendment) and its Subsidiaries or Restricted Subsidiaries on a consolidated basis shall be modified to apply to such Incremental Borrower and its Subsidiaries and Restricted Subsidiaries, as the case may be, on a consolidated basis unless otherwise mutually determined by the Administrative Agent and the Borrower; and (vi) references in this Agreement and the other Loan Documents to Holdings, the Borrower and an Intermediate Holding Company shall be modified to be references to such Incremental Borrower to the extent appropriate as mutually determined by the Administrative Agent and the Borrower. (c) This Section 2.15 shall supersede any provisions in Section 2.14 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each when any such request Incremental Loan is made (and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02after giving effect thereto), no Default or Event of Default shall have occurred exist; provided that to the extent the proceeds of any Incremental Loans are to be used to consummate a Permitted Acquisition or similar Investment, this proviso shall be satisfied at the signing (as opposed to closing) of the acquisition agreement relating to such Permitted Acquisition or Investment. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Loans shall not exceed (A) $200,000,000 (which amount shall be reduced by the principal amount of Incremental Loans in reliance on this clause (A) and be continuing or shall result therefrom Permitted Incremental Equivalent Debt in reliance on Section 7.03(w), in each case, incurred since the Closing Date) plus (B) an additional unlimited amount so long as, in the Borrower shall be case of this clause (B), (x) if the Incremental Loans are pari passu in compliance right of payment and security with the Initial Loans, the Net First Lien Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available on a Pro Forma Basis with after giving effect to such Incremental Loans and any related transaction (but without netting the Financial Covenant Level recomputed as proceeds thereof), does not exceed 1.00:1.00 or (y) if the Incremental Loans are junior in right of security to the last day Initial Loans or unsecured, the Net Total Leverage Ratio for the Test Period immediately preceding the incurrence of the most recently ended fiscal quarter of the Borrower such Indebtedness for which financial statements have been delivered pursuant are available on a Pro Forma Basis after giving effect to Section 5.01(a) or such Incremental Loans and any related transactions (bbut without netting the proceeds thereof), does not exceed 3.00:1.00 (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth amounts described in clauses (A) and (B) abovehereof, together with reasonably detailed calculations demonstrating compliance with clause the “Incremental Cap”), plus (BC) above, (D) in the case of any Incremental Loans that serve to effectively extend the maturity date of any term loans incurred pursuant one or more tranches of existing Loans, an amount equal to the amount of such Loans (plus accrued and unpaid interest, fees and premiums related thereto) subject to such Term Commitment Increase extension. The Incremental Loans (a) shall be (i) secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations and shall not be secured by any property or assets of Parent or any Subsidiary other than the Collateral, (ii) secured by the Collateral on a junior basis (including with respect to the control of remedies) with the Secured Obligations and shall not be secured by any property or assets of Parent or any Subsidiary other than the Collateral or (iii) unsecured, and will not be Guaranteed by any Person other than the Guarantors, (b) shall not mature earlier than the Term Original Loan Maturity Date, (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) All-In Yield applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that with respect to any Incremental Loans that are pari passu in right of payment and security with the Initial Loans, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for All-In Yield of the Term Initial Loans incurred on the Effective Date at such time by more than 50 basis points, then the interest rate margins for the Term Initial Loans shall be increased to the extent necessary so that such interest rate margins are the All-In Yield of the Initial Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points, (f) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in determining the interest rate margins applicable all respects on such respective dates and (g) except as otherwise required or permitted in clauses (a) through (e) above, all other terms of such Incremental Loans, if not substantially identical to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any terms of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Dateexisting Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. To the extent the proceeds of any Incremental Loans are to be used to consummate a Permitted Acquisition or similar Investment, the condition in clause (f) shall be in a minimum principal amount subject to customary “Sungard” language. The Borrower shall use the proceeds of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (ai) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) from one or more entities that are then Lenders and Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis (and assuming the borrowing of the full amount available under such increased Revolving Commitments) with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether such Financial Performance Covenant is applicable at the time), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date shall be the Revolving Maturity Date, and such Revolving Commitment Increase shall otherwise be on identical terms (including with respect to security interests and guaranties) to those of the Revolving Commitments pursuant to this Agreement, and (E) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Revolving Commitment Increase; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase without its written consent. Each Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder (each such additional tranche or increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Term Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether such Financial Performance Covenant is applicable at such time), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Latest Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the any outstanding Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred incurred, pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners Arrangers (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap. (ii) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increase or Term Commitment Increase. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of all the Revolving Commitment Increases, (ii) the aggregate principal amount of all Term Commitment Increases and (iii) the aggregate principal amount of all Additional Notes issued (other than Additional Notes issued to refinance, and in a principal amount not exceeding the principal amount of, any other Additional Notes) shall not exceed the Incremental Cap.

Incremental Borrowings. (a) (i) At After the Eleventh Amendment Effective Date, the Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower maytime, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders)Agent, request to effect (x) one or more additional tranches of incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans hereunder made thereunder, the “Incremental Term Loans”) and/or (y) one or increases more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided, 97 that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of the Term Loans, which all Incremental Revolving Facilities shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lendersnot exceed $200,000,000; provided that at any Incremental Revolving Facility shall be effectuated as an increase of the time of each such request and upon Revolving Facility. (b) The only conditions to the effectiveness of each series of Incremental Term Amendment (but not the conditions to the Revolving Lenders and Swing Line Lender making any Revolving Loan or any Swing Line Loan or the Facing Agent issuing any Letter of Credit) shall be as follows: (i) the Incremental Facility Amendmentshall rank pari passu in right of payment and of security with the Loans, (Aii) subject to immediately prior to, and after giving effect to, the last sentence incurrence of Section 4.02such Incremental Facility, no Unmatured Event of Default or Event of Default shall have occurred exist; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether an Unmatured Event of Default or Event of Default shall exist, (iii) subject to the proviso below, the representations and warranties contained in the Loan Documents shall be continuing or shall result therefrom accurate in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether the representations and warranties required to be made under this clause (Biii) are correct (other than with respect to (x) the Borrower shall be Specified Representations (with an appropriate modification to the representation and warranty in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed Section 6.5 such that Solvency is measured as of the last day consummation of the most recently ended fiscal quarter of relevant Incremental Facility) and (y) if there is an acquisition agreement relating to such Investment, the Borrower for Target Representations, which financial statements have been delivered pursuant to Section 5.01(arepresentations and warranties in immediately preceding clauses (x) or and (by) shall be true and correct in all material respects upon such effectiveness), (Civ) the Borrower relevant Incremental Facility shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) not mature earlier than the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity DateRelevant AIY Reference Tranche, (v) the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase the relevant Incremental Facility shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective DateRelevant AIY Reference Tranche, (Evi) the interest rate margins and, subject to clause clauses (D)iv) and (v) above, the amortization schedule for applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase Facility shall be determined by the Borrower and the Lenders lenders thereunder, (vii) the Applicable Eurocurrency Margin and the Applicable Base Rate Margin applicable to each Incremental Term Facility will be determined by the Borrower and the lenders providing the applicable such Incremental Term Commitment IncreaseFacility; provided that in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase are higher than Facility exceeds the interest rate margins for All-In Yield of the Term Loans incurred on the Effective Date Relevant AIY Reference Tranche by more than 50 basis points, then (1) the interest rate margins Applicable Eurocurrency Margin and Applicable Base Rate Margin for the Term Loans Relevant AIY Reference Tranche shall be automatically increased to the extent necessary so that such interest rate margins are the All-In Yield of the Relevant AIY Reference Tranche is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Incremental Term Commitment Increase Facility minus 50 basis pointspoints (such increase in the Applicable Eurocurrency Margin and Applicable Base Rate Margin, the “MFN Margin Increase”) and (2) the Applicable Eurocurrency Margin and Applicable Base Rate Margin for each other Term Loan (other than the Relevant AIY Reference Tranche) shall be automatically increased by the MFN Margin Increase; provided, further, that, in determining the interest rate margins applicable to event the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Eleventh Amendment Release Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be requiredoccurs, to the extent the All-In Yield of such Incremental Term Loans is higher than the All-In Yield of the 2014-1 Additional Term Loans due to a Eurocurrency Rate or Base Rate “floor” on such Incremental Term Loan being higher than the “floor” for the Eurocurrency Rate or Base Rate as applied to the 2014-1 Additional Term Loans, such portion of the MFN Margin Increase as applied to the 2014-1 Additional Term Loans so attributable to such higher “floor” shall be effected solely through an increase in the interest rate floor in the any Eurocurrency Rate or Base Rate “floor” applicable to such 2014-1 Additional Term Loans would cause an increase in (without reducing the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) MFN Margin Increase applicable to the other Term Loans incurred on the Effective Date shall be increased by such increased amount and Loans), (Fviii) any Incremental Term Revolving Facility Amendment shall be on the identical terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent Revolving Loan, and (ix) except as otherwise required or permitted in clauses (ii) through (viii) above, all other terms of such terms and documentation are Incremental Term Facility, if not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Term Loans, they shall be reasonably satisfactory to the Administrative Agent (as evidenced by its execution of the applicable Incremental Amendment). Any Incremental Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as the Term Loans in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. (c) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.13 and otherwise on terms reasonably acceptable to the Administrative Agent; provided that, with respect to any Incremental Revolving Facility, the Administrative Agent, each Facing Agent and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any Additional Lender or any existing Lender that is not a Revolving Lender as of the Tenth Amendment Effective Date providing all or a portion of such Incremental Revolving Facility if such consent by the Administrative Agent, the applicable Facing Agent and the Swing Line Lender, as the case may be, would be required hereunder, for an assignment of Revolving Loans or Revolving Commitments. (d) Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each Term Commitment Increase In connection with such Incremental Amendment, the Administrative Agent shall be entitled to request such legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to the real property collateral, and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in a minimum principal amount law, change in fact or change to counsel’s form of $10,000,000 opinion reasonably satisfactory to the Administrative Agent). The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and integral multiples of $1,000,000 in excess thereof; provided that such amount the other Loan Documents as may be less than $10,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. (e) Upon each increase in the Revolving Commitments pursuant to an Incremental Revolving Facility, (i) each Revolving Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Incremental Revolving Facility (each an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender and (ii) the Incremental Revolving Facility Lenders shall make such Revolving Loans, and the other Revolving Lenders shall receive such prepayments, as the Administrative Agent shall direct, to cause the Revolving Loans to be made ratably by all the remaining availability under Revolving Lenders immediately after giving effect to such Incremental Revolving Facility. The Administrative Agent and the Incremental CapLenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Borrowings. (a) (i) At any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, may by written notice to the Administrative Agent elect to request (whereupon A) prior to the Maturity Date of the Dollar Revolving Credit Facility, one or more increases in the amount of the Dollar Revolving Credit Commitments (a “Dollar Revolving Facility Increase”), (B) prior to the Maturity Date of the Alternative Currency Revolving Credit Facility, one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (an “Alternative Currency Revolving Facility Increase” and, collectively with any Dollar Revolving Facility Increase, a “Revolving Facility Increase”), (C) the establishment of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (D) prior to the Maturity Date of any Term Loans, the establishment of one or more new term loan commitments which may be of the same Facility as such Term Loans (a “Term Loan Increase”) or a separate class of term loans (collectively with any Term Loan Increase, the “New Term Commitments” and the New Term Commitments, collectively with any New Revolving Credit Commitments, the “Incremental Commitments”). Each Incremental Commitment shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 individually (or such lesser Dollar 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 Dollar Amount multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, the Incremental Commitments shall not exceed the greater of (x) $150,000,000 and (y) the amount of Incremental Commitments such that the Senior Secured First Lien Net Leverage Ratio shall be no greater than 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Incremental Commitments (and, in each case, with respect to any New Revolving Credit Commitments, assuming a borrowing of the maximum amount of Loans available under such New Revolving Commitment and any New Revolving Commitments previously made pursuant to this Section 2.14). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered to the Administrative Agent shall promptly make available to and (B) the identity of each of the Lenders), request to effect one Lender or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of other Person that is an additional tranche of term loans hereunder Eligible Assignee (each such increaseeach, a “New Revolving Credit Lender” or “New Term Commitment Increase”Lender,” as applicable) from one or more entities that are then Lenders to whom the Borrower proposes any portion of such Incremental Commitments, be allocated and Additional Lendersthe amounts of such allocations; provided that at (w) any Lender approached to provide all or a portion of the time of each such request and upon the effectiveness of each Incremental Term Facility AmendmentCommitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any Incremental Commitment), (Ax) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have consented (such consent not to be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent of the Administrative Agent, the L/C Issuer and Swing Line Lender would be required under Section 10.07 for an assignment of Loans or Commitments to such Person, (y) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment shall be subject to the last sentence same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Section 4.02Term Loans and (z) Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall have occurred exist on such Increased Amount Date after giving effect to such Incremental Commitments, as applicable; (2) after giving effect to the making of any New Term Loans or the effectiveness of any New Revolving Credit Commitments, each of the conditions set forth in Section 4.02 shall be satisfied; (3) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements (each, an “Incremental Joinder Agreement”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and to the extent applicable, the Administrative Agent and the L/C Issuer and the Swing Line Lender, and each of which shall be continuing or shall result therefrom recorded in the Register; (B4) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered make any payments required pursuant to Section 5.01(a) or 3.05 in connection with the Incremental Commitments, if applicable, and (b), (C5) the Borrower shall have deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected through a certificate of a Financial Officer Dollar Revolving Facility Increase, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Dollar 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 Dollar Revolving Credit Lenders, at the principal amount thereof, such interests in the New Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Dollar Revolving Credit Loans will be held by existing Dollar Revolving Credit Lenders and New Revolving Credit Lenders ratably in accordance with their Dollar Revolving Credit Commitments after giving effect to the addition of such New Revolving Commitments to the Dollar Revolving Credit Commitments, (b) each New Revolving Commitments shall be deemed for all purposes a Dollar Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Dollar Revolving Credit Loan and (c) each New Revolving Credit Lender shall become a Lender with respect to the New Revolving Credit Commitments and all matters relating thereto. The 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) On any Increased Amount Date on which New Revolving Commitments are effected through an Alternative Currency Revolving Facility Increase, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Alternative Currency 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 Alternative Currency Revolving Credit Lenders, at the principal amount thereof, such interests in the Alternative Currency 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 Alternative Currency Revolving Credit Loans will be held by existing Alternative Currency Revolving Credit Lenders and New Revolving Credit Lenders ratably in accordance with their Alternative Currency Revolving Credit Commitments after giving effect to the addition of such New Revolving Commitments to the Alternative Currency Revolving Credit Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Alternative Currency Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, an Alternative Currency Revolving Credit Loan and (c) each New Revolving Credit Lender shall become a Lender with respect to the New Revolving Credit Commitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Sections 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (d) Any New Term Loans or New Revolving 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 Commitments, as applicable, for all purposes of this Agreement. On any Increased Amount Date on which any New Term Commitments of any Class are effected (including through any Term Loan Increase), 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, 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 (including through any Revolving Facility Increase), 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” and collectively with any New Term Loan, an “Incremental 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 have identical terms to the Term Loans and be treated as the same Class as the Term Loans. (e) The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) 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, as applicable, and (z) in the case of each notice to any Revolving Credit Lender with respect to an increase in the applicable Revolving Credit Commitments, the respective interests in such Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitments, in each case subject to the assignments contemplated by clauses (b) or (c) of this Section 2.14. (f) The terms, provisions and documentation of the New Term Loans and New Term Commitments or the New Revolving Credit Loans and New Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the New Term Lenders or New Revolving Credit Lenders, as applicable, providing such New Term Loans and New Term Commitments or such New Revolving Credit Loans and New Revolving Credit Commitments, and except as otherwise set forth in clauses (A) and (B) aboveherein, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) to the maturity date of any term loans incurred pursuant extent not identical to such Term Commitment Increase shall not be earlier than the Term Maturity DateLoans, Dollar Revolving Credit Loans or Alternative Currency Revolving Credit Loans, as applicable, shall be reasonably satisfactory to Administrative Agent. In any event: (i) the Weighted Average Life to Maturity of any such all New Term Loans incurred pursuant to such Term Commitment Increase of any Class shall not be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loans on the date of incurrence of such New Term Loans; (ii) the Maturity Date of any Class of the New Term Loans shall be no earlier than the Maturity Date of the Term B Loans; (iii) (A) in the case of a Term Loan Increase, any New Term Loans shall be on the same terms and pursuant to the same documentation as the Term Loans increased thereby; (B) in the case of a Dollar Revolving Facility Increase or Alternative Currency Revolving Facility Increase, any New Revolving Loans and New Revolving Credit Commitments shall be on the same terms and pursuant to the same documentation as the Dollar Revolving Credit Loans and the security interests Dollar Revolving Credit Commitments or the Alternative Currency Revolving Credit Loans and guaranties benefiting Alternative Currency Revolving Credit Commitments, as applicable; (iv) all other material terms of the loans under such Term Commitment Increase New Revolving Credit Commitments and New Revolving Credit Loans shall be identical to those benefiting the Term Dollar Revolving Credit Commitments and the Dollar Revolving Credit Loans incurred or Alternative Currency Revolving Credit Commitments and the Alternative Currency Revolving Credit Loans, as selected by the Borrower, on the Effective Increased Amount Date, other than the Maturity Date and as set forth in this Section 2.14(f) (Evi); provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest rate margins andand fees at different rates on New Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (D3) 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 Dollar Revolving Credit Commitments or Alternative Currency Revolving Credit Commitments, as selected by the Borrower, on the Increased Amount Date, (2) subject to the provisions of Sections 2.03(n) 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 exists New 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 Dollar Revolving Credit Commitments or Alternative Currency Revolving Credit Commitments, as selected by the Borrower, on the Increased Amount Date (and except as provided in Section 2.03(n) 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 Dollar Revolving Credit Commitments or Alternative Currency Revolving Credit Commitments, as selected by the Borrower, on the Increased Amount Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a 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 Dollar Revolving Credit Commitments and Dollar Revolving Credit Loans or Alternative Currency Revolving Credit Commitments and the Alternative Currency Revolving Credit Loans, as selected by the Borrower, on the Increased Amount Date. Any New Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable 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 different Maturity Dates; (v) the New Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Joinder Agreement; (vi) the amortization schedule for applicable to any term loans incurred pursuant Incremental Loans and the All-In Yield applicable to such the New Term Commitment Increase Loans or New Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans and shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and be continuing (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance on a Pro Forma Basis with an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Financial Covenant Level recomputed as limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the last day of Incremental Loans borrowed on any date shall not exceed (x) $150,000,000 in the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered aggregate pursuant to Section 5.01(athis clause (x) or (b)y) at its option, the amount, in the case of this clause (y) only, that could be incurred without causing the Secured Net Leverage Ratio as of such date to be greater than 3.50 to 1.00. The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Loans, (Cb) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that with respect to any Incremental Loans made on or prior to the date that is twenty-four (24) months after the Closing Date, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.03 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.03 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree; provided, however, that notwithstanding anything to the contrary herein, with respect to any Incremental Loans to finance an acquisition permitted by this Agreement, the condition to the availability or borrowing of $1,000,000 such Incremental Loans set forth in excess thereof; provided that such amount Section 4.03(a) may be less than $10,000,000 if waived or omitted by the majority of the Lenders lending such amount represents all Incremental Loans without the remaining availability under consent of any other Lender; provided, that the Specified Representations as they relate to the target of such acquisition (conformed as necessary for such acquisition) may not be waived without the consent of the Required Lenders. The Borrower shall use the proceeds of the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) from one or more entities that are then Lenders and Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (i) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (ii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clause (i) above, (iii) the maturity date shall be the Revolving Maturity Date, and such Revolving Commitment Increase shall otherwise be on identical terms (including with respect to security interests and guaranties) to those of the Revolving Commitments pursuant to this Agreement, and (iv) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Revolving Commitment Increase; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase without its written consent. Each Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. (b) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder or an increase in an existing tranche of term loans hereunder (each such additional tranche or increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Term Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (Ai) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b)therefrom, (Cii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (Bi) above, (Diii) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Latest Maturity Date, the Weighted Average Life to Maturity of any such Term Loans term loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the any outstanding Term Loans and the security interests and guaranties benefiting the term loans under such Term Commitment Increase shall be identical to those benefiting the any outstanding Term Loans incurred on the Effective DateLoans, (Eiv) the interest rate, interest rate margins margins, rate floors, upfront fees, funding discount, original issue discount, prepayment terms and premiums and, subject to clause (Diii), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase (determined as of the date of incurrence of such term loans) are higher than the interest rate margins for the Term Loans incurred on the Effective Date (determined as of such date (giving effect to any amendments to the Applicable Rate for such Term Loans that become effective subsequent to the Effective Date but prior to such date, but excluding the effect to any increase in interest rate margins with respect thereto pursuant to this clause (iv)) by more than 50 basis points, then the interest rate margins for the Term Loans incurred on the Effective Date shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, provided further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on or prior to the Effective Date (xA) OID or upfront or similar fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest rate margins based on an assumed four-year life to maturity), (yB) customary arrangement or commitment fees payable to any of the Joint Bookrunners Arrangers (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (zC) if the term loans incurred pursuant to such Term Commitment Increase includes include an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin rate margins for purposes of determining whether an increase to the applicable interest margin rate margins for the Term Loans incurred on the Effective Date shall be required, to the extent an increase in the interest rate floor in for the Term Loans incurred on the Effective Date would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount amount, and (Fv) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (Diii) or (Eiv) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increase or Term Commitment Increase. Notwithstanding anything to contrary herein, the aggregate principal amount of any Revolving Commitment Increases or any Term Commitment Increases may not exceed the Incremental Cap at the time of effectiveness thereof. (d) Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Revolving Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the applicable Lenders and the Administrative Agent. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender shall have the right to participate in or, unless it agrees, be obligated to provide, any Revolving Commitment Increase) or by any Additional Revolving Lender. An Incremental Revolving Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Revolving Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Lenders providing the applicable Revolving Commitment Increase, be subject to the satisfaction on the date thereof (each, an “Incremental Revolving Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Revolving Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective 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 opinion reasonably satisfactory to the Administrative Agent). (e) Commitments in respect of any Term Commitment Increase shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents executed by the Borrower, the applicable Lenders and the Administrative Agent. Term Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender shall have any right to participate in or, unless it agrees, be obligated to provide, any Term Commitment Increase) or by any Additional Term Lender. An Incremental Term Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Lenders providing the applicable Term Commitment Increase, be subject to the satisfaction on the date thereof (each, an “Incremental Term Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Term Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective 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 opinion reasonably satisfactory to the Administrative Agent). (f) (i) Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage thereof. Any Revolving Loans outstanding immediately prior to the date of such Revolving Commitment Increase that are Eurocurrency Loans will (except to the extent otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Revolving Lenders holding such Loans immediately prior to the date of such Revolving Commitment Increase, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time it will be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01 in accordance with the Applicable Percentages of the Revolving Lenders after giving effect to the Revolving Commitment Increase; provided, however, that upon the occurrence of any Event of Default, each Revolving Commitment Increase Lender will promptly purchase (for cash at face value) assignments of portions of such outstanding Revolving Loans of other Revolving Lenders so that, after giving effect thereto, all Revolving Loans that are Eurocurrency Loans are held by the Revolving Lenders in accordance with their then-current Applicable Percentages. Any such assignments shall be effected in accordance with the provisions of Section 9.04; provided that the parties hereto hereby consent to such assignments and the minimum assignment amounts and processing and recordation fee set forth in Section 9.04(b) shall not apply thereto. If there are any ABR Revolving Loans outstanding on the date of such Revolving Commitment Increase, such Loans shall either be prepaid by the Borrower on such date or refinanced on such date (subject to satisfaction of applicable borrowing conditions) with Revolving Loans made on such date by the Revolving Lenders (including the Revolving Commitment Increase Lenders) in accordance with their Applicable Percentages. In order to effect any such refinancing, (i) each Revolving Commitment Increase Lender will make ABR Revolving Loans to the Borrower by transferring funds to the Administrative Agent in an amount equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such Revolving Commitment Increase Lender’s Revolving Commitment Increase by the aggregate amount of the Revolving Commitments (after giving effect to the Revolving Commitment Increase on such date) and (ii) such funds will be applied to the prepayment of outstanding ABR Revolving Loans held by the Revolving Lenders other than the Revolving Commitment Increase Lenders, and transferred by the Administrative Agent to the Revolving Lenders other than the Revolving Commitment Increase Lenders, in such amounts so that, after giving effect thereto, all ABR Revolving Loans will be held by the Revolving Lenders in accordance with their then-current Applicable Percentages. On the date of such Revolving Commitment Increase, the Borrower will pay to the Administrative Agent, for the accounts of the Revolving Lenders receiving such prepayments, accrued and unpaid interest on the principal amounts of their Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date and prior to the date that is twelve months prior to the Revolving Credit Termination Date, subject to the terms so long as no Default or Event of Default has occurred and conditions set forth hereinis continuing, the Borrower may, (x) by delivery of a Revolving Commitment Increase Notice to the Administrative Agent, which notice shall promptly be copied by the Administrative Agent to each Lender, request an increase in the Total Revolving Credit Commitments pursuant to a Revolving Commitment Increase Notice or (y) by delivery of an Incremental Term Loan Facility Notice to the Administrative Agent, which notice shall promptly be copied by the Administrative Agent to each Lender, add one or more tranches of term loans under the Loan Documents pursuant to an Incremental Term Loan Facility Notice (the “Incremental Term Loan Facilities” and the term loans made thereunder, the “Incremental Term Loans”; each such increase or tranche pursuant to clauses (x) and (y), an “Incremental Facility”). The Borrower may request Incremental Facilities in an aggregate principal amount up to $200,000,000; provided that, (i) each such Revolving Offered Increase Amount shall be in a minimum amount of not less than $25,000,000, (ii) each such Incremental Term Loan Facility shall be in a minimum amount of not less than $75,000,000 and (iii) at no time shall the Total Revolving Credit Commitments (as so increased) together with the aggregate principal amount of the Increment Term Loan Facilities exceed $450,000,000. (a) (%3) For any increase of the Total Revolving Credit Commitments, the Borrower shall (A) first, offer each of the Revolving Credit Lenders the opportunity to provide a pro rata portion of any Revolving Offered Increase Amount pursuant to Section 2.23(b)(iii) below, (B) second, offer each of the Revolving Credit Lenders the opportunity to provide all or a portion of any Revolving Offered Increase Amount not otherwise accepted by the other Revolving Credit Lenders (pursuant to clause (A) above) pursuant to Section 2.23(b)(ii) below and (C) third, with the consent of each Issuing Lender, each Swing Line Lender and the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such Revolving Offered Increase Amount not accepted by the Revolving Credit Lenders pursuant to Section 2.23(b)(ii) below. Each Revolving Commitment Increase Notice shall specify which banks, financial institutions or other entities the Borrower desires to provide such Revolving Offered Increase Amount not accepted by the Revolving Credit Lenders. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify the Revolving Credit Lenders, and, if the Revolving Credit Lenders do not accept the entire Revolving Offered Increase Amount, such banks, financial institutions or other entities offered the opportunity to provide the portion of the Revolving Offered Increase Amount not accepted by the Revolving Credit Lenders. (i) Any additional bank, financial institution or other entity that the Borrower selects to offer participation in any increased Total Revolving Credit Commitments and that elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.23(b)(i) shall execute a New Lender Supplement substantially in the form of Exhibit I, with the Borrower, each Issuing Lender, each Swing Line Lender and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Revolving Credit Lender”) shall become a Revolving Credit 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, provided that, the Revolving Credit Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000. (ii) Any Revolving Credit Lender that accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to Section 2.23(b)(i) shall, in each case, execute a Commitment Increase Supplement substantially in the form of Exhibit J (each, a “Commitment Increase Supplement”), with the Borrower, each Issuing Lender, each Swing Line Lender and the Administrative Agent, whereupon such Revolving Credit Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased. (iii) On any Revolving Credit Increase Effective Date, (A) each bank, financial institution or other entity that is a New Revolving Credit Lender pursuant Section 2.23(b)(ii) or any Revolving Credit Lender that has increased its Revolving Credit Commitment pursuant to Section 2.23(b)(iii) shall make available to the Administrative Agent (whereupon such amounts in immediately available funds as the Administrative Agent shall promptly make available to each determine, for the benefit of the other relevant Revolving Credit Lenders), request as being required in order to cause, after giving effect one or more additional tranches to such increase and the use of term loans hereunder or increases such amounts to make payments to such other relevant Revolving Credit Lenders, each Revolving Credit Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Percentage of such Revolving Credit Loans and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of all the Revolving Credit Lenders to equal its Revolving Credit Percentage of such outstanding Revolving Credit Loans as of the date of any increase in the aggregate amount Revolving Credit Commitments (with such reborrowing to consist of the Term Types of Loans, which with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2). The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall take be subject to indemnification by the form Borrower pursuant to the provisions of an additional tranche Section 2.19 if the deemed payment occurs other than on the last day of term loans hereunder the related Interest Periods. (each iv) The increase in the Revolving Credit Commitments provided pursuant to this Section 2.23 shall be effective on the date (the “Revolving Credit Increase Effective Date”) the Administrative Agent receives satisfactory legal opinions, board resolutions and other closing documents deemed reasonably necessary by the Administrative Agent in connection with such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each that, immediately prior to and after giving effect to such request and upon the effectiveness of each Incremental Term Facility Amendmentincrease, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom continuing, (B) each of the REIT and the Borrower is in pro forma compliance with Section 7.1, such determination of pro forma compliance to be based on the then outstanding principal amount of Loans and (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, provided that, (x) to the extent that any such representation or warranty relates to a specific earlier date, they shall be true and correct as of such earlier date, (y) to the extent that such representation or warranty relates to a Borrowing Base Property being removed from the Borrowing Base, the representation and warranties shall be true and correct without regard to such removed Borrowing Base Property and (z) to the extent that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates. For the avoidance of doubt, no increase in the Revolving Credit Commitments pursuant to this Section 2.23 shall require, as a condition to its effectiveness, the signature of, or any consent or approval from, any Lender that is not obligated to increase its Revolving Credit Commitments pursuant to a Commitment Increase Supplement. (a) (b) For any Incremental Term Loan Facility, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as (A) first, offer each of the last day Revolving Credit Lenders the opportunity to provide a pro rata portion of any Incremental Term Loan Facility, (B) second, offer each of the most recently ended fiscal quarter Revolving Credit Lenders the opportunity to provide all or a portion of any Incremental Term Loan Facility not otherwise accepted by the Borrower for which financial statements have been delivered other Revolving Credit Lenders (pursuant to Section 5.01(aclause (A) or (b), above) and (C) third, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such any Incremental Term Loan Facility not accepted by the Revolving Credit Lenders (herein called a “New Term Loan Lender”), provided that, the minimum amount of Incremental Term Loans under any Incremental Term Loan Facility of any new Term Loan Lender shall be in an amount not less than $5,000,000. Each Incremental Term Loan Facility Notice shall specify which banks, financial institutions or other entities the Borrower shall have delivered a certificate desires to provide the portion of such Incremental Term Loan Facility not accepted by the Revolving Credit Lenders. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify the Revolving Credit Lenders, and, if the Revolving Credit Lenders do not accept the entire Incremental Term Loan Facility, such banks, financial institutions or other entities offered the opportunity to provide the portion of the Incremental Term Loan Facility not accepted by the Revolving Credit Lenders. (i) Each Incremental Term Loan Facility will become effective pursuant to an amendment to this Agreement (each, an “Incremental Amendment”) and, as appropriate, the other Loan Documents, executed by the Borrower, each Person providing such Incremental Term Loan Facility and the Administrative Agent. Incremental Amendments may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to set forth the amounts, terms and conditions of the related Incremental Term Loan Facility consistent with the terms of this Agreement and to effect the provisions of this Section 2.23(c), provided that, the first Incremental Amendment after the 2018 Amendment Agreement Effective Date may amend and restate this Agreement to reflect the addition of a Financial Officer term loan facility on a pari passu basis with the Revolving Credit Loans without requiring the consent of any Revolving Credit Lender so long as the terms of such amendment and restatement do not adversely affect the Revolving Credit Lenders. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement and the other Loan Documents, as applicable, will be amended to the effect extent necessary to reflect the existence and terms of the Incremental Facility and the Incremental Term Loans evidenced thereby. This Section 2.23 shall supersede any provisions in Section 2.16 or 10.1 to the contrary. The Borrower may use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. (ii) Each Incremental Amendment will set forth in clauses the amount and terms of the relevant Incremental Term Loan Facility. The terms of each Incremental Term Loan Facility will be as agreed between the Borrower and the Persons providing such Incremental Facility; provided that: (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the final maturity date of any term loans incurred pursuant to such Incremental Term Commitment Increase shall not Loans will be no earlier than the Term Maturity Date, date that is one year after the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Revolving Credit Termination Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor ; (but not the interest rate marginB) applicable to the no Incremental Term Loans incurred on the Effective Date Loan Facility shall be increased guaranteed by such increased amount and any Person other than a Guarantor; (FC) any Incremental Term Loan Facility Amendment shall be on the terms and pursuant conditions that are substantially identical to, or, taken as a whole, not materially more favorable to documentation the lenders or holders providing such Incremental Term Loan Facility than, those applicable to be the Revolving Credit Loans, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (x) for covenants applicable only to periods after the Revolving Credit Termination Date at the time of incurrence and the Lenders providing the applicable Term Commitment Increase; provided that (y) any term or condition to the extent such terms and documentation are not consistent with term or condition is also added for the benefit of the Lenders under the Revolving Credit Loans); provided that, this Agreement (except to the extent permitted by clause (DC) or will not apply to (E1) aboveterms addressed in the other clauses of this Section 2.23(c), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 (2) interest rate, fees, funding discounts and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Capother pricing terms, (3) redemption, prepayment or other premiums, and (4) optional prepayment or redemption terms.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Loans shall be continuing or in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall result therefrom not exceed (A) $75,000,000 plus (B) if the Borrower shall be in compliance Total Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis Basis), $200,000,000 (the “Incremental Availability”). The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or Loans, (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that with respect to any Incremental Loans made on or prior to the date that is twenty-four (24) months after the Closing Date, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent). Commitments in respect 80 J. Crew Term Commitment Increase Loan Credit Agreement of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date and prior to the date that is twelve months prior to the Revolving Credit Termination Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, so long as no Default or Event of Default shall have has occurred and is continuing, the Borrower may, (x) by delivery of a Revolving Commitment Increase Notice to the Administrative Agent, which notice shall promptly be continuing copied by the Administrative Agent to each Lender, request an increase in the Total Revolving Credit Commitments pursuant to a Revolving Commitment Increase Notice or (y) by delivery of an Incremental Term Loan Facility Notice to the Administrative Agent, which notice shall result therefrom promptly be copied by the Administrative Agent to each Lender, add one or more tranches of term loans under the Loan Documents pursuant to an Incremental Term Loan Facility Notice (the “Incremental Term Loan Facilities” and the term loans made thereunder, the “Incremental Term Loans”; each such increase or tranche pursuant to clauses (x) and (y), an “Incremental Facility”). The Borrower may request Incremental Facilities in an aggregate principal amount up to $200,000,000235,000,000; provided that, (i) each such Revolving Offered Increase Amount shall be in a minimum amount of not less than $25,000,000, (ii) each such Incremental Term Loan Facility shall be in a minimum amount of not less than $75,000,0005,000,000 and (iii) at no time shall the Total Revolving Credit Commitments (as so increased) together with the aggregate principal amount of the Incremental Term Loan Facilities exceed $450,000,000. (i) For any increase of the Total Revolving Credit Commitments, the Borrower shall (A) first, offer each of the Revolving Credit Lenders the opportunity to provide a pro rata portion of any Revolving Offered Increase Amount pursuant to Section 2.23(b)(iii) below, (B) second, offer each of the Revolving Credit Lenders the opportunity to provide all or a portion of any Revolving Offered Increase Amount not otherwise accepted by the other Revolving Credit Lenders (pursuant to clause (A) above) pursuant to Section 2.23(b)(ii) below (ii) Any additional bank, financial institution or other entity that the Borrower selects to offer participation in any increased Total Revolving Credit Commitments and that elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.23(b)(i) shall execute a New Lender Supplement, substantially in the form of Exhibit I, with the Borrower, each Issuing Lender, each Swing Line Lender and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Revolving Credit Lender”) shall become a Revolving Credit 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,; provided that, the Revolving Credit Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000. (iii) Any Revolving Credit Lender that accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to Section 2.23(b)(i) shall, in each case, execute a Commitment Increase Supplement substantially in the form of Exhibit J (each, a “Commitment Increase Supplement”), with the Borrower, each Issuing Lender, each Swing Line Lender and the Administrative Agent, whereupon such Revolving Credit Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased. (iv) On any Revolving Credit Increase Effective Date, (A) each bank, financial institution or other entity that is a New Revolving Credit Lender pursuant Section 2.23(b)(ii) or any Revolving Credit Lender that has increased its Revolving Credit Commitment pursuant to Section 2.23(b)(iii) shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Revolving Credit Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Revolving Credit Lenders, each Revolving Credit Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Percentage of such Revolving Credit Loans and (B) the Borrower shall be in compliance on a Pro Forma Basis with deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of all the Financial Covenant Level recomputed Revolving Credit Lenders to equal its Revolving Credit Percentage of such outstanding Revolving Credit Loans as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in Revolving Credit Commitments (with such reborrowing to consist of the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.Types of

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by upon at least 5 Business Days’ notice to the Administrative DIP Agent (whereupon the Administrative DIP Agent shall promptly make available deliver a copy to each of the Lenders)) and with the consent of the Required DIP Lenders, request to effect one or more additional tranches a Borrowing of term loans hereunder or increases in the aggregate amount of the Term Incremental DIP Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that that, at the time of each when any such request Incremental DIP Loan is made (and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02after giving effect thereto), no Default or Event of Default shall have occurred exist. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental DIP Loans shall not exceed $10,000,000. (a) The Incremental DIP Loans shall rank pari passu in right of payment and be continuing or shall result therefrom of security with the Initial DIP Loans, (Bb) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental DIP Loans shall not be mature earlier than the Term Maturity Date, (c) the Weighted Average Life to Maturity of any such Term Incremental DIP Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective DateInitial DIP Loans, (Ed) the interest rate margins andmargin applicable to the Incremental DIP Loans will be the same as the interest rate margin applicable to the Initial DIP Term Loans, subject to clause (D), e) the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase representations and warranties set forth in this Agreement and the other Loan Documents shall be determined by true and correct in all material respects before and after the Borrower effectiveness of any Incremental Amendment referred to below and (f) all other terms of such Incremental DIP Loans shall have terms consistent with the Lenders providing terms of the applicable Term Commitment IncreaseInitial DIP Loans; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase is amended in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be a manner reasonably satisfactory to the Administrative DIP Agent (acting at the Direction of the Required DIP Lenders). Each notice from the Borrower pursuant to this Section 2.12 shall set forth the requested amount of the Incremental DIP Loans. Commitments in respect of Incremental DIP Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each DIP Lender agreeing to provide such Commitment, and the DIP Agent. Each Term Commitment Increase The Incremental Amendment may, without the consent of any other Lenders, effect such technical amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the DIP Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for the Incremental DIP Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions described in a minimum principal amount this Section 2.12(a) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapDIP Loans for any purpose not prohibited by this Agreement and in accordance with the Approved DIP Budget. (b) This Section 2.12 shall supersede any provisions in Section 10.01 to the contrary.

Incremental Borrowings. (a) (i) At any Prior to the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, (x) the Borrower may, at its option from time to time, request a borrowing from Sheffield and PARCO (prior to the occurrence of a PARCO Termination Event) and from the PARCO APA Banks (if PARCO has elected not to advance such PARCO Loan or following the occurrence of a PARCO Termination Event); and (y) Sheffield shall and PARCO may, at its option from time to time after the Effective Date, subject (prior to the terms occurrence of a PARCO Termination Event), and conditions the PARCO APA Banks shall (if PARCO has elected not to advance such PARCO Loan or following the occurrence of a PARCO Termination Event), honor such request for borrowing from the Borrower, such borrowing to be secured by the Collateral (each, an “Incremental Borrowing”); provided, however, that after giving effect to such Incremental Borrowing and the advance to the Borrower of such Loan Amount, the amount of the Outstanding Loans shall not exceed the Facility Limit; and provided, further, that after giving effect to such Incremental Borrowing and the advance to the Borrower of such Loan Amount, the representations and warranties set forth herein, in Section 3.1 shall be true and correct as of the date of such Incremental Borrowing and the advance to the Borrower may, by notice of such Loan Amount. (ii) The Borrower shall deliver to the Administrative Agent by telecopy or telefax a duly completed Notice of Borrowing in respect of each Incremental Borrowing at least three (whereupon 3) Business Days prior to the proposed date of any Incremental Borrowing. The Administrative Agent shall promptly make available forward such Notice of Borrowing to each Funding Agent as soon as reasonably practicable, in no event later than the close of business of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter receipt of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower such Notice of Borrowing. Each such notice shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date specify (x) OID or upfront fees the Loan Amount (which shall be deemed to constitute like amounts at least $3,000,000 or integral multiples of OID$100,000 in excess thereof) payable by Borrower or, to the relevant Lenders in extent that the initial primary syndication thereof shall be included (with OID being equated then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to interest based on assumed four-year life to maturity), such available portion of the Facility Limit; (y) customary arrangement or commitment fees payable to any the desired date of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase such Incremental Borrowing, which shall be excluded a Business Day; and (z) if the Term Commitment Increase includes an interest rate floor greater than desired Tranche Period(s) and allocations of the interest rate floor applicable to the Term Outstanding Loans incurred on the Effective Dateof such Incremental Borrowing thereto as required by Section 2.03 (each, such increased amount a “Notice of Borrowing”). The Borrower shall be equated limited to interest margin for purposes a maximum of determining whether an increase to the applicable interest margin for the Term Loans shall be requiredtwo (2) Incremental Borrowings in any single calendar month, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to without prior consent of the Administrative Agent. Each Term Commitment Increase Incremental Borrowing shall be subject to a condition precedent that the Collection Agent shall have delivered to the Administrative Agent, in form and substance satisfactory to each Funding Agent, a minimum completed Daily Report with respect to the prior Business Day, together with such other additional information as the Administrative Agent, on behalf of each Funding Agent, may reasonably request. Each Funding Agent will promptly notify by telephone, confirmed by telecopy or telefax, the Related Lenders of such Funding Agent’s receipt of any Notice of Borrowing and each CP Conduit Lender’s Funding Percentage of the Loan Amount. (iii) Each notice of proposed Incremental Borrowing shall be irrevocable and binding on the Borrower, and the Borrower shall, subject to the immediately following sentence, indemnify each Lender against any loss or expense incurred by such Lender, either directly or indirectly, as a result of any failure by the Borrower to complete such Incremental Borrowing, including, without limitation, any loss or expense incurred by such Lender, either directly or indirectly, by reason of the liquidation or reemployment of funds acquired by such Lender (including, without limitation, funds obtained by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) or the Sheffield Assignees, as applicable, to fund such Incremental Borrowing. The obligation of the Borrower pursuant to this Section 2.02(a)(iii) shall be payable at such time as funds are actually received by, or are available to, the Borrower in excess of funds necessary to pay in full all accrued and payable Interest, Program Fees and Servicing Fees and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against the Borrower but shall continue to accrue. (iv) The Borrower shall execute a Revolving Credit Note for the benefit of each Lender. The Loans made by each Lender shall be evidenced by the Revolving Credit Note payable to the order of such Lender. Upon any increase in the Funding Limit of any Lender pursuant to Section 2.19 hereof, the Borrower will immediately deliver to such Lender a new Revolving Credit Note, having a maximum principal amount equal to the amount of $10,000,000 such Funding Limit as so increased in exchange for the Revolving Credit Note of such Lender outstanding prior to such increase. (v) On the Closing Date, each Funding Agent, on behalf of the Related Lenders, shall deliver written confirmation to the Administrative Agent of the Loan Amount, the Tranche Period(s) and integral multiples the Tranche Rate(s) relating to such Loan, and the Administrative Agent shall deliver such confirmation to the Borrower. Upon receipt of $1,000,000 such confirmation, the Borrower shall deliver to the Administrative Agent, acting on behalf of each Funding Agent, the Loan Certificate in excess thereof; provided that such the form of Exhibit E hereto (the “Loan Certificate”). Each Funding Agent shall indicate the amount may be less than $10,000,000 if such amount represents all the remaining availability under of the Incremental CapBorrowing and the amount of the Related Lenders’ Incremental Borrowing together with the date thereof on the grid attached to the Loan Certificate. On the date of each subsequent Incremental Borrowing, each Funding Agent shall send written confirmation to the Administrative Agent, and the Administrative Agent shall send such confirmation to the Borrower, of the Loan Amount, the Tranche Period(s), the Loan Date and the Tranche Rate(s) applicable to such Incremental Borrowing. Each Funding Agent, on behalf of the Related Lenders, shall indicate the amount of the Incremental Borrowing together with the date thereof as well as any decrease in the amount of the Outstanding Loans with respect to the Related Lenders on the Loan Certificate. The Revolving Credit Note and the Loan Certificate shall evidence the Incremental Borrowings. On the day of an Incremental Borrowing, the CP Conduit Lenders or the PARCO APA Banks, as applicable, shall make available to the Borrower’s account at the location indicated in Section 8.03 hereof, in immediately available funds, an amount equal to the Loan Amount for such Incremental Borrowing made available by the CP Conduit Lenders or the PARCO APA Banks, as applicable.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at subject, in the time case of each such request and Incremental Loans incurred to fund a Limited Condition Acquisition, to Section 1.08, upon the effectiveness of each any Incremental Term Facility Amendment, Amendment referred to below and at the time when any such Incremental Loan is made (A) subject to the last sentence of Section 4.02and after giving effect thereto), no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans borrowed on a any date shall not exceed (i) $175,000,000 minus the aggregate principal amount of Revolving Commitment Increases incurred in reliance on the Unrestricted ABL Incremental Amount incurred under the ABL Facility prior to such incurrence of Incremental Loans hereunder (the “Unrestricted TL Incremental Amount”) plus (ii) the amount of any voluntary prepayments of the Loans (it being understood that any prepayment of Loans with the proceeds of Indebtedness shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional amounts so long as, after giving Pro Forma Basis with Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the Financial Covenant Level recomputed cash proceeds of any such Incremental Loans and assuming such Incremental Loans are fully drawn), the Secured Net Leverage Ratio as of the last day of the most recently ended fiscal quarter Test Period shall not exceed 4.1 to 1.0; provided that, to the extent any additional amounts are being incurred pursuant to this clause (iii) concurrently with amounts incurred pursuant to the Unrestricted TL Incremental Amount in clause (i), the Secured Net Leverage Ratio shall be permitted to exceed 4.1 to 1.0 to the extent of such amounts incurred in reliance on the Unrestricted TL Incremental Amount as of the Borrower last day of the most recently ended Test Period; provided, further, that, for which financial statements have been delivered the avoidance of doubt, Incremental Loans may be incurred at the Borrower’s election pursuant to Section 5.01(athis clause (iii) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer prior to the effect utilization of the amounts set forth in clauses (Ai) and (Bii) aboveabove (it being understood that if the Borrower does not make such an election, together with reasonably detailed calculations demonstrating compliance with Incremental Loans will be deemed to have been incurred pursuant to clause (Biii) aboveprior to clauses (i) and (ii)). The Incremental Loans (a) shall have the same Guarantees as, and shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, Incremental Loans and the Weighted Average Life to Maturity of any such Term Loans incurred Exhibit 10.1 (b) Each notice from the Borrower pursuant to such Term Commitment Increase this Section shall not be shorter than set forth the remaining Weighted Average Life to Maturity requested amount and proposed terms of the Term relevant Incremental Loans. Incremental Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall may be identical made by any existing Lender (it being understood that no existing Lender will have an obligation to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) make a portion of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (DLoan) or (E) above), they shall be by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably satisfactory acceptable to the Administrative Agent. Each Term Commitment Increase Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be in a minimum principal amount subject to the satisfaction on the date thereof of $10,000,000 and integral multiples the conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount the Incremental Loans for any purpose not prohibited by this Agreement. At the option of Holdings, Holdings and/or Sub Holdco may be less than $10,000,000 if co-borrower with the Borrower in respect of any Incremental Loans, and any Incremental Amendment, in addition to effecting amendments to the Loan Documents to effect the provisions of this Section 2.12, including to provide for such amount represents co-borrowing, without the consent of any other Lenders, may provide for the transfer of all or any portion of Holdings’ and/or Sub Holdco’s obligations as co-borrower under any such Incremental Loans to the remaining availability under Borrower on the Incremental Capterms set forth therein; provided, however, that, effective upon any such transfer, the Guaranty of Holdings and Sub Holdco shall apply to any such transferred obligations. (c) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the ClosingAmendmentAmendment No. 2 Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that that, subject to the Limited Condition Acquisition provisions, at the time of each when any such request Incremental Loan is made (and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02after giving effect thereto), no Default or Event of Default (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 8.01(a) or 8.01(f) as of the Transaction Agreement Date) shall have occurred exist. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans, when aggregated with (A) the aggregate amount of Permitted Pari Passu Secured Debt (that is not designated as Credit Agreement Refinancing Indebtedness) and be continuing or shall result therefrom (B) the Borrower aggregate principal amount of Permitted Ratio Debt incurred in reliance on clauses (x) or (y) of the definition of Maximum Incremental Amount, shall not exceed the Maximum Incremental Amount. (a) The Incremental Loans shall rank pari passu in right of payment and of security with the Loans, (b) the Incremental Loans shall not mature earlier than the Original Loan Maturity Date, (c)Maturity Date; provided that (x) customary bridge facilities so long as the long-term debt into which any such customary bridge facility is to be converted satisfies the foregoing and (y) up to the greater of an amount, when aggregated with the amount of all other indebtedness incurred in compliance reliance on the Inside Maturity Exception, equal to (1) $180 million and (2) 50% of Consolidated EBITDA for the most recent Test Period determined on a Pro Forma Basis with (the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements “Inside Maturity Exception”) may have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be that is earlier than the final maturity of the Term Facility, (c) subject to the Inside Maturity DateException, the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant Incremental Loans that is a Comparable Financing (other than any Excluded Incremental Facility) made on or prior to such Term Commitment Increase are higher than the interest rate margins for date which is 18 months after the Term Loans incurred on the Amendment No. 2 Effective Date exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, in determining (f) the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Specified Representations shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall either be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in Agent or not more favorable, taken as a minimum principal amount whole, to the lenders providing such Incremental Loans than the terms of $10,000,000 the existing Loans (other than with respect to any terms and integral multiples conditions applicable after the maturity date of $1,000,000 in excess thereofthe Loans); provided that no such Incremental Loans shall have financial covenants and more restrictive covenants than those contained in this Agreement unless (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders (which amendment shall not require the consent of any Lender). Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but, except for Incremental Loans incurred in reliance on the Inside Maturity Exception, not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be less than $10,000,000 made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amount represents all amendments to this Agreement and the remaining availability under other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions described in this Section 2.12(a) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect (i) one or more additional tranches of incremental term facilities (the “Incremental Term Facilities” and the term loans hereunder made thereunder, the “Incremental Term Loans”) and/or (ii) one or more increases in the aggregate amount Revolving Loan Commitments (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment IncreaseIncremental Loans”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each such request and upon the effectiveness of each ). Each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) an aggregate principal amount that is not less than $10,000,000 and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any each Incremental Term Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum an aggregate principal amount of that is not less than $10,000,000 and integral multiples of $1,000,000 5,000,000 (in excess thereof; each case, provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $50,000,000; provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000. The following shall be the only conditions to the effectiveness of any Incremental Facility: (a) each Incremental Facility shall rank pari passu in right of payment and of security with the Loans, (b) each Incremental Term Facility shall not mature earlier than the Latest Maturity Date, (c) the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than that of the then-existing Term Loans, (d) subject to clauses (b) and (c) above, the amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder, (e) the interest rate margin applicable to any Incremental Term Facility will be determined by the Borrower and the lenders providing such Incremental Term Facility; provided, that in the event that the All-In Yield applicable to any Incremental Term Facility exceeds the All-In Yield of the Initial Term Loans existing at such time by more than 0.50% per annum, the interest rate margins for the Initial Term Loans shall be automatically increased by an amount equal to the difference between the All-In Yield with respect to the Incremental Term Facility and the All-In-Yield on the Initial Term Loans, minus 0.50% per annum, (f) the representations and warranties contained in the Credit Documents shall be accurate in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) immediately before and after the effectiveness of any Incremental Amendment referred to below and the incurrence of such Incremental Facility, (g) any Incremental Revolving Facility shall be on terms and pursuant to documentation applicable to the Revolving Facility, (h) no Default or Event of Default shall have occurred and be continuing, (i) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.02(a) after giving effect thereto (calculated as of the most recent fiscal period for which financial statements have been delivered to the Administrative Agent and Lenders pursuant to Section 5.01(a)(i) or (ii), as applicable), (j) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of any Incremental Term Facility, if not consistent with the terms of the Term Facility, shall be no more favorable, taken as a whole, to the lenders providing such Incremental Term Facility than those applicable to the Term Facility; provided, that a certificate of a Responsible Officer delivered to the Administrative Agent at least seven (7) Business Days prior to the incurrence of such Incremental Term Facility, together with a reasonably detailed description of the material terms and conditions of such Incremental Term Facility or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (j) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within three (3) Business Days of the receipt of such certificate that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees) and (k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing. Any Incremental Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as the Term Facility in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section 2.17 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. The Borrower will seek any Incremental Facility from existing Lenders and/or from additional banks, financial institutions and other institutional lenders that will become Additional Lenders in connection therewith and on terms permitted in this Section 2.17 and otherwise on terms reasonably acceptable to the Administrative Agent; provided, that with respect to any Incremental Revolving Facility, the Administrative Agent, each L/C Issuer and the Swing Loan Lender shall consent (in each case, such consent not to be unreasonably withheld or delayed) to each Lender’s or Additional Lender’s providing all or a portion of such Incremental Revolving Facility if such consent by the Administrative Agent, the applicable Issuer and the Swing Loan Lender, as the case may be, would be required under Section 8.05(c) for an assignment of Revolving Loans or Revolving Commitments to such Lender or Additional Lender. For the avoidance of doubt, no Affiliated Lender may provide any Incremental Revolving Facility and any Affiliated Lender that provides any Incremental Term Facility shall be subject to the limitations on Affiliated Lenders set forth in Section 8.05(j) (including the Affiliated Lender Cap). Commitments in respect of any Incremental Facility shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable judgment of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction or waiver on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in this Section 2.17 and in Section 3.02 (it being understood that all references to “the date of such Borrowing” or similar language in such Section 3.02 shall be deemed to refer to the Incremental Facility Closing Date for such Incremental Amendment), unless the condition set forth in Section 3.02(b)(ii) is otherwise agreed to, consented to or waived by the lenders providing such Incremental Facility in accordance with the terms of this Section 2.17. The Borrower shall use the proceeds of any Incremental Facility for any purpose not prohibited by this Agreement. (b) Upon each increase in the Revolving Commitments pursuant to an Incremental Revolving Facility, (i) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Incremental Revolving Facility (each an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, Revolving Lenders with increased Revolving Commitments shall purchase participations in the existing Revolving Loans such that, after giving effect to such purchase, each Revolving Lender holds its Proportionate Share of such Revolving Loan. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) This Section 2.17 shall supersede any provisions in Section 2.07 or 8.04 to the contrary.

Incremental Borrowings. (a) (i) At The Borrowers may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice from the Parent to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches incremental Revolver Commitments (each an “Incremental Commitment” and all of term them, collectively, the “Incremental Commitments” and any such loans hereunder or increases in thereunder, the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional ”). Each tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower Commitments shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum aggregate principal amount of that is not less than $10,000,000 and integral multiples of $1,000,000 in excess thereof10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence; provided, further that the allocation of any portion of such increase to the Australian Revolver Commitments shall be determined by the Agent in consultation with the Borrowers, with the approval of each Lender and Additional Lender (if any) agreeing to such increase; provided, further that no allocation of any Incremental CapCommitment to the Australian Revolver Commitments shall be permitted to the extent the Australian Revolver Commitments would exceed the U.S. Revolver Commitments after giving effect to such Incremental Commitment. Any such increase in Revolver Commitments may increase the U.S. Letter of Credit Sublimit or the Australian Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the U.S. Letter of Credit Sublimit or the Australian Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and the Issuing Bank at the time shall have no obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Commitments shall not exceed $200,000,000. The Incremental Loans (i) shall, in the case of an Incremental Loan to the U.S. Borrowers, rank pari passu in right of payment and of security with the U.S. Loans and, in the case of an Incremental Loan to Australian Borrowers, rank pari passu in right of payment and of security with the Australian Loans and (ii) shall be implemented by way of increase of the Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical, including the Applicable Margin and any other pricing matter related to the Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Incremental Commitments and Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment, (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Incremental Commitments thereunder shall have been paid and (iv) the Borrowers shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Agent. (b) Each notice from the Parent pursuant to this Section 2.16 shall set forth the requested amount and proposed terms of the relevant Incremental Commitments and Incremental Loans. Incremental Commitments and Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Commitment or Incremental Loan) or by any Additional Lender that is an Eligible Transferee reasonably acceptable to the Agent and each Issuing Bank (each such consent not to be unreasonably withheld, delayed or conditioned). Incremental Commitments shall become Revolver Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender agreeing to provide such Incremental Commitment, if any, each Additional Lender, if any, the Agent and, if applicable, the Issuing Bank. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Parent, to effect the provisions of this Section 2.16. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.3. The Borrowers shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) (i) At After the Eleventh Amendment Effective Date, the Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower maytime, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders)Agent, request to effect (x) one or more additional tranches of incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans hereunder made thereunder, the “Incremental Term Loans”) and/or (y) one or increases more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided, that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of the Term Loans, which all Incremental Revolving Facilities shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lendersnot exceed $200,000,000; provided that at any Incremental Revolving Facility shall be effectuated as an increase of the time of each such request and upon Revolving Facility. (b) The only conditions to the effectiveness of each series of Incremental Term Amendment (but not the conditions to the Revolving Lenders and Swing Line Lender making any Revolving Loan or any Swing Line Loan or the Facing Agent issuing any Letter of Credit) shall be as follows: (i) the Incremental Facility Amendmentshall rank pari passu in right of payment and of security with the Loans, (Aii) subject to immediately prior to, and after giving effect to, the last sentence incurrence of Section 4.02such Incremental Facility, no Unmatured Event of Default or Event of Default shall have occurred exist; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether an Unmatured Event of Default or Event of Default shall exist, (iii) subject to the proviso below, the representations and warranties contained in the Loan Documents shall be continuing or shall result therefrom accurate in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether the representations and warranties required to be made under this clause (Biii) are correct (other than with respect to (x) the Borrower shall be Specified Representations (with an appropriate modification to the representation and warranty in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed Section 6.5 such that Solvency is measured as of the last day consummation of the most recently ended fiscal quarter of relevant Incremental Facility) and (y) if there is an acquisition agreement relating to such Investment, the Borrower for Target Representations, which financial statements have been delivered pursuant to Section 5.01(arepresentations and warranties in immediately preceding clauses (x) or and (by) shall be true and correct in all material respects upon such effectiveness), (Civ) the Borrower relevant Incremental Facility shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) not mature earlier than the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity DateRelevant AIY Reference Tranche, (v) the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase the relevant Incremental Facility shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective DateRelevant AIY Reference Tranche, (Evi) the interest rate margins and, subject to clause clauses (D)iv) and (v) above, the amortization schedule for applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase Facility shall be determined by the Borrower and the Lenders lenders thereunder, (vii) the Applicable Eurocurrency Margin and the Applicable Base Rate Margin applicable to each Incremental Term Facility will be determined by the Borrower and the lenders providing the applicable such Incremental Term Commitment IncreaseFacility; provided that in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase are higher than Facility exceeds the interest rate margins for All-In Yield of the Term Loans incurred on the Effective Date Relevant AIY Reference Tranche by more than 50 basis points, then (1) the interest rate margins Applicable Eurocurrency Margin and Applicable Base Rate Margin for the Term Loans Relevant AIY Reference Tranche shall be automatically increased to the extent necessary so that such interest rate margins are the All-In Yield of the Relevant AIY Reference Tranche is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Incremental Term Commitment Increase Facility minus 50 basis pointspoints (such increase in the Applicable Eurocurrency Margin and Applicable Base Rate Margin, the “MFN Margin Increase”) and (2) the Applicable Eurocurrency Margin and Applicable Base Rate Margin for each other Term Loan (other than the Relevant AIY Reference Tranche) shall be automatically increased by the MFN Margin Increase; provided, further, that, to the extent the All-In Yield of such Incremental Term Loans is higher than the All-In Yield of the 2014-1 Additional Term Loans or the 2016 Term B Loans due to a Eurocurrency Rate or Base Rate “floor” on such Incremental Term Loan being higher than the “floor” for the Eurocurrency Rate or Base Rate as applied to the 2014-1 Additional Term Loans or the 2016 Term B Loans, as the case may be, such portion of the MFN Margin Increase as applied to the 2014-1 Additional Term Loans or the 2016 Term B Loans, as the case may be so attributable to such higher “floor” shall be effected solely through an increase in determining any Eurocurrency Rate or Base Rate “floor” applicable to such 2014-1 Additional Term Loans or the interest rate margins 2016 Term B Loans, as the case may be (without reducing the MFN Margin Increase applicable to the term loans incurred pursuant to such other Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturityLoans), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (Fviii) any Incremental Term Revolving Facility Amendment shall be on the identical terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent Revolving Loan, and (ix) except as otherwise required or permitted in clauses (ii) through (viii) above, all other terms of such terms and documentation are Incremental Term Facility, if not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Term Loans, they shall be reasonably satisfactory to the Administrative Agent (as evidenced by its execution of the applicable Incremental Amendment). Any Incremental Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as the Term Loans in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. (c) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.13 and otherwise on terms reasonably acceptable to the Administrative Agent; provided that, with respect to any Incremental Revolving Facility, the Administrative Agent, each Facing Agent and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any Additional Lender or any existing Lender that is not a Revolving Lender as of the Tenth Amendment Effective Date providing all or a portion of such Incremental Revolving Facility if such consent by the Administrative Agent, the applicable Facing Agent and the Swing Line Lender, as the case may be, would be required hereunder, for an assignment of Revolving Loans or Revolving Commitments. (d) Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each Term Commitment Increase In connection with such Incremental Amendment, the Administrative Agent shall be entitled to request such legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to the real property collateral, and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in a minimum principal amount law, change in fact or change to counsel’s form of $10,000,000 opinion reasonably satisfactory to the Administrative Agent). The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and integral multiples of $1,000,000 in excess thereof; provided that such amount the other Loan Documents as may be less than $10,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. (e) Upon each increase in the Revolving Commitments pursuant to an Incremental Revolving Facility, (i) each Revolving Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Incremental Revolving Facility (each an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender and (ii) the Incremental Revolving Facility Lenders shall make such Revolving Loans, and the other Revolving Lenders shall receive such prepayments, as the Administrative Agent shall direct, to cause the Revolving Loans to be made ratably by all the remaining availability under Revolving Lenders immediately after giving effect to such Incremental Revolving Facility. The Administrative Agent and the Incremental CapLenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Borrowings. (a) (i) At After the Tenth Amendment Trigger Date, the Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower maytime, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders)Agent, request to effect (x) one or more additional tranches of incremental senior secured term facilities on the terms set forth below (the “Incremental Term Facilities” and the term loans hereunder made thereunder, the “Incremental Term Loans”) and/or (y) one or increases more incremental senior secured revolving facilities on the terms set forth below (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans;” the Incremental Revolving Facilities, together with the Incremental Term Facilities, the “Incremental Facilities;” the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Loans”). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided, that such amount may be less than $25,000,000 if such amount represents all remaining availability under the applicable limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental Term Facilities and all Incremental Equivalent Debt shall not exceed $1,000,000,000 and (ii) the aggregate amount of the Term Loans, which all Incremental Revolving Facilities shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lendersnot exceed $200,000,000; provided that at any Incremental Revolving Facility shall be effectuated as an increase of the time of each such request and upon Revolving Facility. (b) The only conditions to the effectiveness of each series of Incremental Term Amendment (but not the conditions to the Revolving Lenders and Swing Line Lender making any Revolving Loan or any Swing Line Loan or the Facing Agent issuing any Letter of Credit) shall be as follows: (i) the Incremental Facility Amendmentshall rank pari passu in right of payment and of security with the Loans, (Aii) subject to immediately prior to, and after giving effect to, the last sentence incurrence of Section 4.02such Incremental Facility, no Unmatured Event of Default or Event of Default shall have occurred exist; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether an Unmatured Event of Default or Event of Default shall exist, (iii) subject to the proviso below, the representations and warranties contained in the Loan Documents shall be continuing or shall result therefrom accurate in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided, that with respect to any Incremental Facility incurred to finance an Investment permitted to be incurred hereunder, such Incremental Facility may be incurred irrespective of whether the representations and warranties required to be made under this clause (Biii) are correct (other than with respect to (x) the Borrower shall be Specified Representations (with an appropriate modification to the representation and warranty in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed Section 6.5 such that Solvency is measured as of the last day consummation of the most recently ended fiscal quarter of relevant Incremental Facility) and (y) if there is an acquisition agreement relating to such Investment, the Borrower for Target Representations, which financial statements have been delivered pursuant to Section 5.01(arepresentations and warranties in immediately preceding clauses (x) or and (by) shall be true and correct in all material respects upon such effectiveness), (Civ) the Borrower relevant Incremental Facility shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) not mature earlier than the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity DateRelevant AIY Reference Tranche, (v) the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase the relevant Incremental Facility shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective DateRelevant AIY Reference Tranche, (Evi) the interest rate margins and, subject to clause clauses (D)iv) and (v) above, the amortization schedule for applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase Facility shall be determined by the Borrower and the Lenders lenders thereunder, (vii) the Applicable Eurocurrency Margin and the Applicable Base Rate Margin applicable to each Incremental Term Facility will be determined by the Borrower and the lenders providing the applicable such Incremental Term Commitment IncreaseFacility; provided that in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant to such Incremental Term Commitment Increase are higher than Facility exceeds the interest rate margins for All-In Yield of the Term Loans incurred on the Effective Date Relevant AIY Reference Tranche by more than 50 basis points, then (1) the interest rate margins Applicable Eurocurrency Margin and Applicable Base Rate Margin for the Term Loans Relevant AIY Reference Tranche shall be automatically increased to the extent necessary so that such interest rate margins are the All-In Yield of the Relevant AIY Reference Tranche is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Incremental Term Commitment Increase Facility minus 50 basis pointspoints (such increase in the Applicable Eurocurrency Margin and Applicable Base Rate Margin, the “MFN Margin Increase”) and (2) the Applicable Eurocurrency Margin and Applicable Base Rate Margin for each other Term Loan (other than the Relevant AIY Reference Tranche) shall be automatically increased by the MFN Margin Increase; provided, further, that, in determining the interest rate margins applicable to event the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Tenth Amendment Funding Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be requiredoccurs, to the extent the All-In Yield of such Incremental Term Loans is higher than the All-In Yield of the 2013-2 Additional Term Loans due to a Eurocurrency Rate or Base Rate “floor” on such Incremental Term Loan being higher than the “floor” for the Eurocurrency Rate or Base Rate as applied to the 2013-2 Additional Term Loans, such portion of the MFN Margin Increase as applied to the 2013-2 Additional Term Loans so attributable to such higher “floor” shall be effected solely through an increase in the interest rate floor in the any Eurocurrency Rate or Base Rate “floor” applicable to such 2013-2 Additional Term Loans would cause an increase in (without reducing the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) MFN Margin Increase applicable to the other Term Loans incurred on the Effective Date shall be increased by such increased amount and Loans), (Fviii) any Incremental Term Revolving Facility Amendment shall be on the identical terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent Revolving Loan, and (ix) except as otherwise required or permitted in clauses (ii) through (viii) above, all other terms of such terms and documentation are Incremental Term Facility, if not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Term Loans, they shall be reasonably satisfactory to the Administrative Agent (as evidenced by its execution of the applicable Incremental Amendment). Any Incremental Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as the Term Loans in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. (c) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.13 and otherwise on terms reasonably acceptable to the Administrative Agent; provided that, with respect to any Incremental Revolving Facility, the Administrative Agent, each Facing Agent and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any Additional Lender or any existing Lender that is not a Revolving Lender as of the Tenth Amendment Effective Date providing all or a portion of such Incremental Revolving Facility if such consent by the Administrative Agent, the applicable Facing Agent and the Swing Line Lender, as the case may be, would be required hereunder, for an assignment of Revolving Loans or Revolving Commitments. (d) Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each Term Commitment Increase In connection with such Incremental Amendment, the Administrative Agent shall be entitled to request such legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to the real property collateral, and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in a minimum principal amount law, change in fact or change to counsel’s form of $10,000,000 opinion reasonably satisfactory to the Administrative Agent). The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and integral multiples of $1,000,000 in excess thereof; provided that such amount the other Loan Documents as may be less than $10,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. (e) Upon each increase in the Revolving Commitments pursuant to an Incremental Revolving Facility, (i) each Revolving Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Incremental Revolving Facility (each an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender and (ii) the Incremental Revolving Facility Lenders shall make such Revolving Loans, and the other Revolving Lenders shall receive such prepayments, as the Administrative Agent shall direct, to cause the Revolving Loans to be made ratably by all the remaining availability under Revolving Lenders immediately after giving effect to such Incremental Revolving Facility. The Administrative Agent and the Incremental CapLenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date and prior to the date that is twelve months prior to the Term Loan Termination Date, subject to the terms so long as no Default or Event of Default has occurred and conditions set forth hereinis continuing, the Borrower may, by notice delivery of an (b) [Intentionally Omitted]. (i) For any Incremental Term Loan Facility, the Borrower shall (A) first, offer each of the existing Lenders the opportunity to provide a pro rata portion of any Incremental Term Loan Facility, (B) second, offer each of the existing Lenders the opportunity to provide all or a portion of any Incremental Term Loan Facility not otherwise accepted by the other Lenders (pursuant to clause (A) above), and (C) third, with the consent of the Administrative Agent (whereupon the Administrative Agent which consent shall promptly make available to each of the Lendersnot be unreasonably withheld), request to effect offer one or more additional tranches banks, financial institutions or other entities the opportunity to provide all or a portion of term loans hereunder or increases in such any Incremental Term Loan Facility not accepted by the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder existing Lenders (each such increaseadditional bank, financial institution or other entity herein called a “New Term Commitment IncreaseLoan Lender”); provided that, the minimum amount of Incremental Term Loans under any Incremental Term Loan Facility of any new Term Loan Lender shall be in an amount not less than $5,000,000. Each Incremental Term Loan Facility Notice shall specify which banks, financial institutions or other entities the Borrower desires to provide the portion of such Incremental Term Loan Facility not accepted by the existing Lenders. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify the existing Lenders, and, if the existing Lenders do not accept the entire Incremental Term Loan Facility, such banks, financial institutions or other entities offered the opportunity to provide the portion of the Incremental Term Loan Facility not accepted by the existing Lenders. (ii) Each Incremental Term Loan Facility will become effective pursuant to an amendment to this Agreement (each, an “Incremental Amendment”) from one and, as appropriate, the other Loan Documents, executed by the Borrower, each Person providing such Incremental Term Loan Facility and the Administrative Agent. Incremental Amendments may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or more entities that are then Lenders appropriate, in the reasonable opinion of the Administrative Agent and Additional Lenders; provided that at the time Borrower, to set forth the amounts, terms and conditions of each such request the related Incremental Term Loan Facility consistent with the terms of this Agreement and to effect the provisions of this Section 2.23(c). Each of the parties hereto hereby agrees that, upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans this Agreement and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall other Loan Documents, as applicable, will be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased amended to the extent necessary so that such interest rate margins are equal to reflect the interest rate margins for such term loans incurred pursuant to such existence and terms of the Incremental Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase Loan Facility and the Incremental Term Loans incurred on the Effective Date (x) OID evidenced thereby. This Section 2.23 shall supersede any provisions in Section 2.16 or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.10.1

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the the(a) Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at subject, in the time case of each such request and Incremental Loans incurred to fund a Limited Condition Acquisition, to Section 1.08, upon the effectiveness of each any Incremental Term Facility Amendment, Amendment referred to below and at the time when any such Incremental Loan is made (A) subject to the last sentence of Section 4.02and after giving effect thereto), no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans borrowed on a any date shall not exceed (i) $175,000,000 minus the aggregate principal amount of Revolving - 79- Exhibit 10.1 Commitment Increases incurred in reliance on the Unrestricted ABL Incremental Amount incurred under the ABL Facility prior to such incurrence of Incremental Loans hereunder (the “Unrestricted TL Incremental Amount”) plus (ii) the amount of any voluntary prepayments of the Loans (it being understood that any prepayment of Loans with the proceeds of Indebtedness shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional amounts so long as, after giving Pro Forma Basis with Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the Financial Covenant Level recomputed cash proceeds of any such Incremental Loans and assuming such Incremental Loans are fully drawn), the Secured Net Leverage Ratio as of the last day of the most recently ended fiscal quarter Test Period shall not exceed 4.1 to 1.0; provided that, to the extent any additional amounts are being incurred pursuant to this clause (iii) concurrently with amounts incurred pursuant to the Unrestricted TL Incremental Amount in clause (i), the Secured Net Leverage Ratio shall be permitted to exceed 4.1 to 1.0 to the extent of such amounts incurred in reliance on the Unrestricted TL Incremental Amount as of the Borrower last day of the most recently ended Test Period; provided, further, that, for which financial statements have been delivered the avoidance of doubt, Incremental Loans may be incurred at the Borrower’s election pursuant to Section 5.01(athis clause (iii) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer prior to the effect utilization of the amounts set forth in clauses (Ai) and (Bii) aboveabove (it being understood that if the Borrower does not make such an election, together with reasonably detailed calculations demonstrating compliance with Incremental Loans will be deemed to have been incurred pursuant to clause (Biii) aboveprior to clauses (i) and (ii)). The Incremental Loans (a) shall have the same Guarantees as, and shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, Incremental Loans and the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase Incremental Loans, in each case, shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ec) the interest rate margins and, subject to clause clauses (D)a) and (b) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (d) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further(e) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below (although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, thatas the case may be), in determining the interest rate margins applicable subject to customary “SunGard” limitations to the term loans incurred pursuant extent the proceeds of any Incremental Amendment are being used to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity)finance a Limited Condition Acquisition, (yf) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans prepayments, shall be required, to treated substantially the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, same as (and in such case any event no more favorably) than the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (Fg) any except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are Loans, if not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent (it being understood that no consent shall be required from the Administrative Agent for terms and conditions that are more restrictive than the Loans to the extent that they apply to periods after the then Latest Maturity Date or are otherwise added for the benefit of the Lenders hereunder). Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and(b) proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Each Term Commitment Increase Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be in a minimum principal amount subject to the satisfaction on the date thereof of $10,000,000 and integral multiples the conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount the Incremental Loans for any purpose not prohibited by this Agreement. At the option of Holdings, Holdings and/or Sub Holdco may be less than $10,000,000 if co-borrower with the Borrower in respect of any Incremental Loans, and any Incremental Amendment, in addition to effecting amendments to the Loan Documents to effect the provisions of this Section 2.12, including to provide for such amount represents co-borrowing, without the consent of any other Lenders, may provide for the transfer of all the remaining availability under the Incremental Cap.or any - 80- Exhibit 10.1

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the ClosingAmendment No. 1 Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Loans shall be continuing in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall not exceed the sum of (Ax) $2070,000,000 in the aggregate pursuant to this clause (A) or shall result therefrom (B) at the Borrower shall be Borrower’s option, up to an unlimited amount if, in compliance the case of this clause (B) only, the Total Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis with Basis) (the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(aapplicable amount under clause (A) or (bB), the “Available Incremental Amount”) (Cit being understood that Incremental Loans may be incurred under clause (B) of the Borrower shall have delivered a certificate Available Incremental Amount regardless of a Financial Officer to the effect set forth in whether there is capacity under clause (A) thereof, and if both clauses (A) and (B) aboveare available and the Borrower does not make an election, together with reasonably detailed calculations demonstrating compliance with the Borrower will be deemed to have elected clause (BB)))plus (y) abovethe amount of any repayment of any Loan made by the Borrower pursuant to Sections 2.05(a) and/or (b) after the Amendment No. 1 Effective Date (other than any such repayment made with proceeds of long-term funded Indebtedness (other than revolving Indebtedness)) (the amount described in this clause (y), the “Incremental Repayment Component”). The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to anysuch Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that in the event that the interest rate margins for All-In Yield applicable to suchany Incremental Loans (other than any term loans Incremental Loan incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred in reliance on the Effective Date Incremental Repayment Component) exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans Incremental Loans (other than any Incremental Loan incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred reliance on the Effective Date Incremental Repayment Component) minus ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, (x▇) OID or upfront fees (which the representations and warranties contained in the Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and 82 J. Crew – A&R Term Loan Credit Agreement 82 WEIL:\96135034\1\54457.0006 after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below, and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and be continuing (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance on a Pro Forma Basis with an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect limit set forth in clauses the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans borrowed on any date shall not exceed the amount that could be incurred without causing the Secured Net Leverage Ratio as of such date to be greater than 3.00 to 1.00. The Incremental Loans (Aa) shall rank pari passu in right of payment and (B) above, together of security with reasonably detailed calculations demonstrating compliance with clause (B) abovethe Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that with respect to any Incremental Loans made on or prior to the date that is twenty-four (24) months after the Closing Date, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement. (b) This Section 2.12 shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of to an additional existing tranche of term loans hereunder (each such increase, a the “Incremental Term Commitment IncreaseLoans”) from one or more entities that are then Lenders and Additional Lenders); provided that (w) at the time of each that any such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02Loan is made, no Default or Event of Default shall have occurred and be continuing continuing, except that in the case of Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, in which case at the time such Incremental Term Loan is made, no Event of Default pursuant to Sections 9.01(a) or (f) shall result therefrom have occurred and be continuing, (Bx) at the Borrower shall be in compliance on a Pro Forma Basis with time that any such Incremental Term Loan is made, the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document shall be true and correct in all material respects on and as of such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that to the extent that any representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, such representation and warranty shall be true and correct in all respects on such respective dates, and except that for which financial purposes of this section, the representations and warranties contained in clause (a) of Section 6.05 shall be deemed to refer to the most recent statements have been delivered furnished pursuant to Section 5.01(aclauses (a) or and (b), respectively, of Section 7.01; provided, further, that, in the case of Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, such representations and warranties to be made at the time that any such Incremental Term Loan is made shall be limited to the Specified Representations and the “acquisition agreement representations” (Cor similar representations) conformed as appropriate for such transaction; and (y) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer Responsible Officer, in detail reasonably satisfactory to the effect set forth in clauses Administrative Agent, demonstrating that the incurrence of such Incremental Term Loans requested does not violate the provisions of the Relative Rights Agreement or the Master Lease. The aggregate amount of the Incremental Term Loans shall not exceed the greater of (Ax)(A) $500,000,000 and (B) above100% of Consolidated EBITDA plus (y) an unlimited amount, together so long as in the case of this clause (y) only, the Borrower has at the time such Incremental Term Loan is made, a Senior Secured Net Leverage Ratio equal to or less than 3.75:1.00 calculated on a Pro Forma Basis; provided that for purposes of this clause (y), net cash proceeds of Incremental Term Loans incurred at such time shall not be netted against the applicable amount of Consolidated Indebtedness for purposes of such calculation of the Senior Secured Net Leverage Ratio plus (z) the aggregate amount of voluntary prepayments of Term Loans other than from the proceeds of the incurrence of Indebtedness (provided, however, that if amounts incurred under clause (y) are incurred concurrently with the incurrence of Incremental Term Loans under clause (x) and/or (z), the Senior Secured Net Leverage Ratio shall be calculated without giving effect to such amounts incurred in reliance on the foregoing clause (x) and/or (z); provided, further, for the avoidance of doubt, to the extent the proceeds of any Incremental Term Loans are being utilized to repay Indebtedness, such calculations shall give pro forma effect to such repayments) (the amount available under clauses (x), (y) and (z), the “Available Incremental Amount”). The Borrower may elect to use clause (y) of the Available Incremental Amount regardless of whether the Borrower has capacity under clauses (x) or (z) of the Available Incremental Amount. Further, the Borrower may elect to use clause (y) of the Available Incremental Amount prior to using clause (x) or (z) of the Available Incremental Amount, and if both clause (y) and clause (x) and/or (z) of the Available Incremental Amount are available and the Borrower does not make an election, then the Borrower will be deemed to have elected to use clause (y) of the Available Incremental Amount. (b) The Incremental Term Loans shall (i) be on terms and pursuant to documentation to be determined by the Borrower and the Lenders thereunder; provided that, to the extent such terms and documentation (except to the extent permitted by clauses (ii) and (iii) below) are not consistent with this Agreement, they shall be reasonably detailed calculations demonstrating compliance with clause satisfactory to the Borrower and the Administrative Agent, (ii) (A) not mature earlier than the Maturity Date for any outstanding Term Loans and (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the have a Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity of any outstanding Term Loans; provided that this clause (ii) shall not apply to up to $150,000,000 of Indebtedness, in the aggregate, in respect of all Incremental Term Loans and any Indebtedness incurred pursuant to Section 8.03(u) and (v) (this clause (ii), the security interests “Maturity and guaranties benefiting the loans under such Term Commitment Increase shall be identical Weighted Average Life to those benefiting the Term Loans incurred on the Effective DateMaturity Limitations”), (Eiii) only be guaranteed by the Guarantors, (iv) have interest rate margins and, rates and an amortization schedule (subject to clause (D), ii) above) applicable to the amortization schedule for any term loans incurred pursuant to such Incremental Term Commitment Increase shall be Loans determined by the Borrower and the Lenders providing the applicable Term Commitment Increasethereunder; provided that in that, if the event that the interest rate margins for Applicable Rate related to any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Incremental Term Loans incurred on within twelve (12) months of the Effective Date exceeds the Applicable Rate relating to any outstanding Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 50 basis points0.50% per annum, then the interest rate margins for the Applicable Rate relating to such Term Loans shall be increased adjusted to the extent necessary so that such interest rate margins are be equal to the interest rate margins for such term loans incurred pursuant Applicable Rate relating to such Incremental Term Commitment Increase Loans minus 50 basis points0.50% per annum; provided, further, thatthat the immediately preceding proviso shall not apply if (x) such Incremental Term Loans mature more than 12 months after the Maturity Date or (y) the aggregate principal amount of such Incremental Term Loans (together with the aggregate principal amount of all other Incremental Term Loans excluded in reliance on this clause (y) and term loan Indebtedness secured on a pari passu basis with the Liens securing the Term Loans pursuant to Section 8.03(u) and (v)) does not exceed $150,000,000 in the aggregate (the provisions under this proviso and the immediately preceding proviso collectively, the “MFN Provisions”); provided, further, that in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Applicable Rate for Incremental Term Loans incurred on or Term Loans solely for purposes of the Effective Date two immediately preceding provisos, (xw) OID original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable paid by the Borrower to the relevant all Lenders (and not any one Lender) providing Term Loans or Incremental Term Loans in the initial primary syndication thereof shall be included and equated to interest (with OID being equated to interest based on an assumed four-year life to maturity), (yx) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) Book Runners in connection with this Agreement the Term Loans or to one or more arrangers (or their affiliatesAffiliates) of any the Incremental Term Commitment Increase Loans shall be excluded and excluded, (zy) if the Term Commitment Increase includes an interest rate floor lowest permissible Base Rate is greater than 1.50% per annum and the interest rate lowest permissible Eurodollar RateTerm SOFR is greater than 0.50% per annum, in each case the difference between the “floor” and 0.50%, in the case of Eurodollar RateTerm SOFR Loans, and such floor applicable to and 1.50% per annum, in the Term Loans incurred on the Effective Datecase of Base Rate Loans, such increased amount shall be equated to interest margin Applicable Rate for purposes of determining whether an increase to the applicable interest margin for two immediately preceding provisos and (v) the Incremental Term Loans shall may be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, secured only by Collateral and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred may only be secured by either a pari passu or a junior Lien on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be Collateral, in each case on the terms and pursuant to documentation (including an Acceptable Intercreditor Agreement if applicable) reasonably satisfactory to be determined by the Borrower and the Lenders lenders providing the applicable such Incremental Term Commitment IncreaseLoans; provided that that, to the extent such terms and documentation are not consistent with this Agreement (except as they relate to the extent permitted by clause (D) maturity, Weighted Average Life to Maturity or (E) aboveinterest rates), they shall not be more favorable, taken as a whole (as reasonably satisfactory determined by the Borrower), to the lenders providing such Incremental Term Loans than the terms of the Term Loans (other than with respect to terms and conditions applicable after the maturity of the Term Loans) unless such more favorable terms are added for the benefit of the Term Loans, which shall not require the consent of the Lenders and any such Incremental Term Loans may contain any financial maintenance covenants, so long as such covenants are also added for the benefit of the Lenders, which shall not require consent of the Lenders. (c) Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by an existing Lender (and no Term Loan Lender shall have any obligation to make an Incremental Term Loan) or by any other bank or other financial institution reasonably acceptable to the Administrative Agent and the Borrower (any such other bank or other financial institution being called an “Additional Lender”). (d) Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, the Borrower, each Guarantor, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount The Incremental Amendment may, without the consent of $10,000,000 any other Lenders, effect such amendments to this Agreement and integral multiples of $1,000,000 in excess thereof; provided that such amount the other Loan Documents as may be less than $10,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14 (including, without limitation, to preserve “fungibility” or to add premiums in respect of existing Term Loans in connection with an increase to such amount represents all Term Loans). (e) This Section 2.14 shall supersede any provisions in Sections 2.13 and 11.01 to the remaining availability under the Incremental Capcontrary.