Common use of Request for Increase Clause in Contracts

Request for Increase. The Borrower may request that the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent.

Request for Increase. The Borrower may request that by written notice to the Administrative Agent (which notice shall be provided at least ten (10) Business Days (or such shorter period as consented to by the Administrative Agent) prior to the effectiveness of any Incremental Commitment) elect to request (x) add one or more additional term loans under this Section 2.14 prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Additional Incremental TrancheRevolving Credit Commitment”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) prior to the Latest Maturity Date then in effect, the establishment of one or more new term loan commitments for an additional Class of term loans or as an increase the then effective aggregate principal amount to an existing Class of the Revolving Credit Commitments under this Section 2.14 Term Loans (each, a an “Revolving Credit Commitment Increase” andIncremental Term Commitment”), by an aggregate amount, when taken together with all Incremental Equivalent Debt, not in excess of the Incremental Term Loan Increase, the “Cap. Each such increase in existing commitments or establishment of new commitments constituting Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase Commitments shall be in a minimum amount of $10,000,000 25,000,000. The Borrower may elect to seek Incremental Commitments from Lenders (provided no Lender shall be obligated to provide any Incremental Commitment and any Lender may elect to provide or such lower amount decline to provide any Incremental Commitment in its sole discretion) or other Eligible Assignees reasonably acceptable to the Administrative Agent. In order to provide an Incremental Commitment, each party that represents all remaining availability pursuant provides an Incremental Commitment (which party must be consented to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) by the Borrower may make and to the extent such party is not then a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment PeriodLender, the Borrower requests any Incremental Credit Extension Administrative Agent) shall execute and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect deliver to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate Administrative Agent a joinder agreement in form and Applicable Rate with respect substance satisfactory to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life its counsel (the “Increase Joinder”). Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to maturity this Agreement and the other Loan Documents as may be necessary or lesser remaining life to maturity or (B) be accomplished by a combination of an increase appropriate, in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds reasonable opinion of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent, to effect the provisions of this Section 2.14.

Request for Increase. The Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may from time to time after the Closing Date, request that an increase in the Administrative Agent aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (x) add one or more additional term loans under this Section 2.14 (eacheach such increase, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Revolving Increase”), and/or requesting an increase in the Term A-1 Facility (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (eacheach such increase, a an “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, the “Incremental Increases” Term A-1 Increase and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be A-2 Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (25,000,000 or any lesser amount if such lower amount that represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to this Section 2.1411.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and in integral multiples of $2,000,000 in excess thereof, the Swing Line Lender and (z) the Borrower may make shall not be obligated to offer any existing Lender the opportunity to provide any portion of a maximum requested increase. At the time of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodsending its notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase by, specify the time period within which each Lender and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined other Person approached by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life Borrower is requested to maturity or lesser remaining life to maturity or respond (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentsuch Lenders).

Request for Increase. The Borrower may request that Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may, from time to time on up to three occasions, request (x) add one or more additional term loans under this Section 2.14 an increase in the Aggregate Revolving Commitments (each, an “Additional Incremental TrancheRevolving Commitment”), (y) and/or increase the then effective aggregate principal amount establishment of term loan commitments hereunder under a new term loan credit facility (the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Incremental Term Loan Increase” Facility”; and, together with each Additional the term loan commitments under the Incremental TrancheTerm Loan Facility, the “Incremental Term Loan IncreaseCommitment”)) or (z) after the initial establishment of Incremental Term Loan Facility hereunder, and/or an increase to the Incremental Term Loan Commitments (y) each such increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 clause (eachz), a “Revolving Credit Term Loan Commitment Increase” and, together with any Incremental Revolving Commitments and the initial establishment of Incremental Term Loan Commitments under the Incremental Term Loan Facility, each a “Credit Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”), by an amount not exceeding $500,000,000 in the aggregate for all such Credit Increases; provided that: that (i) (x) the aggregate principal amount of all Incremental any such request for a Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof50,000,000, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event the final stated maturity date of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 Loan Facility shall have a maturity date no not be earlier than the Maturity Date and in (iii) the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity terms and provisions of the then existing Incremental Term Loans made under Section 2.01; (iv) if at any time during Loan Facility shall be the Adjustment Periodsame as the Revolving Facility, provided that the Borrower requests any Incremental Credit Extension amortization schedule, pricing terms and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein maturity dates may be different than those terms with respect to the Facilities by more than 50 basis pointsRevolving Facility. At the time of sending such notice, then the interest rates, Applicable Fee Rate and Applicable Rate Company (in consultation with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase by, and be subject to, specify the Yield Differential time period within which each Revolving Lender is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders).

Request for Increase. The Borrower may, from time to time (other than during the Relief Period, during which time, notwithstanding anything to the contrary in this Agreement, no increase pursuant to this Section 2.14 may be requested or consummated), request that by written notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the aggregate principal amount of for all Incremental such Revolving Credit Extensions pursuant to this Section 2.14 Increases, in the aggregate, since the Closing Date (including the then requested Revolving Credit Increase) shall not exceed the lesser sum (with utilization being determined by the Borrower subject to the limits provided herein) of (Ax) $50,000,000 and 200,000,000 plus (By) an a principal amount such that, after giving effect to each Incremental such proposed Revolving Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases Increase (and measured assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate entire principal amount of any Incremental proposed Revolving Credit Increase being incurred pursuant to this clause (y) is fully drawn), any repayment of other Indebtedness in connection therewith and any other appropriate pro forma adjustment events, the Senior Leverage Ratio is not greater than 2.00 to 1.00; (ii) any such request shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14Section) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; excluding any requests that are not consummated); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date no earlier than increase the Maturity Date and in Swing Line Sublimit without the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity consent of the then existing Term Loans made under Section 2.01; Swing Line Lender; (iv) if any Revolving Credit Increase may, at any time during the Adjustment Periodrequest of the Borrower, be available for the Borrower requests any Incremental issuance of Letters of Credit Extension within the limits of the L/C Issuer Sublimits; and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 each Revolving Credit Increase shall constitute Obligations hereunder and shall be used to make Permitted Acquisitions, Permitted Joint Ventures guaranteed and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred secured pursuant to the Incremental Term Loan Increase shall (i) be treated in Guaranty, Collateral Agreement and the same manner as other Security Instruments on a pari passu basis with the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentObligations hereunder.

Request for Increase. The Borrower may request that Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or $350,000,000 less (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted Term Loans made pursuant to Section 7.11(a2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) at in the following proviso); provided that (i) any such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase request for an increase shall be in a minimum amount of $10,000,000 25,000,000, (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (zii) the Borrower Borrowers may make a maximum of five (5) such requests during the term (inclusive of this Agreement; (iiany direct requests made for Incremental Term Loans pursuant to Section 2.18) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) no more than 50% of the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made aggregate amount requested pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may 2.17 (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) applicable Borrower may be accomplished by a combination of an increase in to the weighted average interest rates, OID and/or upfront fees); (v) Revolving Credit Facility and the proceeds remaining portion of any Term Loans made such requested increase under this Section 2.14 2.17 shall be used deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; respond (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders and Potential Revolving Credit Lenders).

Request for Increase. The Borrower may request that the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent.

Request for Increase. The Borrower may request that Provided there exists no Default, upon written notice to the Administrative Agent Agent, the Borrower may, at any time and from time to time after the Restatement Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,500,000,000 by requesting an increase in the Revolving Credit Facility (x) add one or more additional term loans under this Section 2.14 (eacheach such increase, an “Additional Incremental TrancheRevolving Increase”), requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or increase the then effective aggregate principal amount or establishing a new (or increasing an existing) tranche of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans pari passu term facility (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the an “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Facility and each Incremental Revolving Increase, the “and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) except in the case of an Incremental Term Loan Facility, each such Incremental Facility shall be on the same terms (xincluding maturity date) as the Facility being increased, (ii) the aggregate principal amount terms and conditions of all each Incremental Term Loan Facility, subject to clause (iii) of the last proviso to Section 10.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iii) the conditions to the making of a Credit Extensions Extension set forth in Section 4.02 (other than Section 4.02(c) and (d)) shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each notice from the Borrower pursuant to this Section 2.14 2.16(a) shall not exceed the lesser of specify (Ai) $50,000,000 and (B) whether it proposes an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Revolving Increase, (y) the aggregate principal amount of any an Incremental Term Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereofan Incremental Term Loan Facility, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred if it proposes an Incremental Term Loan Facility, the proposed terms thereof and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans identity of each Lender and Revolving Credit Loans made under this Section 2.14 shall have each Eligible Assignee that it has approached or proposes to approach to provide all or a maturity date no earlier than the Maturity Date and portion of such Incremental Facility (subject in the each case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made any requisite consents required under Section 2.01; (iv) if at any 10.06). At the time during the Adjustment Periodof sending such notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid Administrative Agent) shall specify the time period within which each Lender (if any) applicable identified in such notice is requested to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility respond (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in right such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of payment and with respect such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Collateral than applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the Loans under requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Facilities; (vii) the Term Loans incurred Lender shall become a Lender pursuant to the Incremental Term Loan Increase shall (i) be treated a joinder agreement in the same manner as the existing Term Loans for purposes of Section 2.06 form and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be substance reasonably satisfactory to the Administrative AgentAgent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. The Borrower may request that At any time prior to the then applicable Maturity Date, upon written notice to the Administrative Agent by the Parent Borrower, the Borrowers shall have the right to increase the aggregate amount of the Facilities to an amount not exceeding $3,750,000,000 by requesting an increase in the Aggregate Revolving Commitments (x) add by increasing one or more additional term loans under this Section 2.14 Tranches of the Revolving Credit Facility) (eacheach such increase, an “Additional Incremental TrancheRevolving Increase”), or establishing a new (or increase an existing) and/or increase the then effective aggregate principal amount tranche of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans pari passu term loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the an “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the ; each Incremental Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Increase and Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Facility are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) no Default has occurred and is continuing, (xii) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall Facility must be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 5,000,000 in excess thereof, and thereof (z) or such other amounts as are agreed to by the Parent Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Administrative Agent), (iii) all Incremental Revolving Increases shall be on the Term Loans and same terms as the Revolving Credit Loans made under this Facility, (iv) all incremental commitments and loans provided as part of an Incremental Term Loan Facility shall, subject to clause (iii) of the second proviso to Section 2.14 shall have a 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that (x) the final maturity date no of an Incremental Term Loan Facility may not be earlier than the Maturity Date and in the case latest maturity date (including any available extension option) of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the any then existing Term Loans made under Section 2.01; Facility and (ivy) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any terms of such Incremental Increase requested during Term Loan Facility (other than final maturity) are not the Adjustment Period pursuant to this Section 2.14 exceeds same as the interest ratesterms of a then existing Incremental Term Loan Facility, Applicable Fee Rate and Applicable Rate as set forth herein with respect such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase byAdministrative Agent, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds conditions to the making of any Term Loans made under a Credit Extension set forth in clause (e) of this Section 2.14 2.16 shall be used satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the Lenders to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, be approached to provide all or a portion of such increase (subject in each case as permitted herein; to any requisite consents required under Section 10.06), the time period within which each such Lender is requested to respond (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and delivery of such notice to such Lenders) and, with respect to any Incremental Revolving Increase, shall identify the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant applicable Tranche or Tranches to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentincreased.

Request for Increase. The Borrower may request that At any time prior to the applicable Maturity Date, upon written notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (eachby the Borrower, the Borrower shall have the right to request an “Additional Incremental Tranche”) and/or increase in the then effective aggregate principal amount of the Term Loans under this Section 2.14 on Facilities to an amount not exceeding $1,500,000,000 in the same terms as aggregate after giving effect to such increase by requesting an increase in the existing Term Loans A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a “Term Loan Increase” and, together with new (or increasing an existing) tranche of pari passu term loans (each Additional Incremental Tranche, the an “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan IncreaseFacility, the “Incremental Increases” Term A-1 Increase and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be A-2 Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) no Default has occurred and is continuing, (xii) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall Facility must be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 5,000,000 in excess thereof, and thereof (z) or such other amounts as are agreed to by the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Administrative Agent), (iii) all Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased, (iv) all incremental commitments and loans provided as part of an Incremental Term Loans Loan Facility shall, subject to clause (i) of the second proviso to Section 10.01, be on terms agreed to by the Borrower and Revolving Credit Loans made under this Section 2.14 shall have a the Lenders providing such Incremental Term Loan Facility, provided, that (x) the final maturity date no of an Incremental Term Loan Facility may not be earlier than the Maturity Date latest maturity date (including any available extension option) of any then existing Facility and in (y) if the case terms of additional such Incremental Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter Loan Facility (other than final maturity) are not the remaining Weighted Average Life to Maturity same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental Term Loans made under Section 2.01; (iv) if at any time during the Adjustment PeriodLoan Facility, the Borrower requests any such new Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect Term Loan Facility shall be on terms reasonably acceptable to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase byAdministrative Agent, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds conditions to the making of any Term Loans made under a Borrowing set forth in clause (e) of this Section 2.14 2.16 shall be used satisfied or waived. At the time of sending notice to make Permitted Acquisitionsthe Administrative Agent of the exercise of such right, Permitted Joint Ventures and Capital Expenditures, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each case as permitted herein; Lender is requested to respond (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders).

Request for Increase. The Borrower may may, from time to time, request that by written notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the aggregate principal amount of for all Incremental such Revolving Credit Extensions pursuant to this Section 2.14 Increases, in the aggregate, since the Closing Date (including the then requested Revolving Credit Increase) shall not exceed the lesser sum (with utilization being determined by the Borrower subject to the limits provided herein) of (Ax) $50,000,000 and 200,000,000 plus (By) an a principal amount such that, after giving effect to each Incremental such proposed Revolving Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases Increase (and measured assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate entire principal amount of any Incremental proposed Revolving Credit Increase being incurred pursuant to this clause (y) is fully drawn), any repayment of other Indebtedness in connection therewith and any other appropriate pro forma adjustment events, the Senior Secured Leverage Ratio is not greater than 2.00 to 1.00; (ii) any such request shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14Section) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; excluding any requests that are not consummated); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date no earlier than increase the Maturity Date and in Swing Line Sublimit without the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity consent of the then existing Term Loans made under Section 2.01; Swing Line Lender; (iv) if any Revolving Credit Increase may, at any time during the Adjustment Periodrequest of the Borrower, be available for the Borrower requests any Incremental issuance of Letters of Credit Extension within the limits of the L/C Issuer Sublimits; and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 each Revolving Credit Increase shall constitute Obligations hereunder and shall be used to make Permitted Acquisitions, Permitted Joint Ventures guaranteed and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred secured pursuant to the Incremental Term Loan Increase shall (i) be treated in Guaranty, Collateral Agreement and the same manner as other Security Instruments on a pari passu basis with the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentObligations hereunder.

Request for Increase. The Borrower may request Provided that no Default or Event of Default exists or would result therefrom (or, in the case of any Incremental Term Facility, the proceeds of which will be used to finance a Limited Condition Acquisition, provided that no Default or Event of Default under Section 9.01(a), (f) or (g) exists or would result therefrom), upon at least ten (10) Business Days’ (or such shorter period agreed to by the Administrative Agent in its sole discretion) notice to the Administrative Agent (xwhich shall promptly notify the Lenders), the Company may from time to time prior to the Maturity Date, request (A) add one or more additional new tranches of term loans under this Section 2.14 loan facilities (eachany such new tranche, an “Additional Incremental TrancheTerm Facility”) and/or increase , any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the then effective aggregate principal amount commitments in respect of the Incremental Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental TrancheLoans, the “Incremental Term Loan IncreaseCommitments”), ) and/or (yB) an increase in the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (eachany such increased Revolving Commitments, a an “Additional Revolving Credit Commitment IncreaseCommitment” andand any loans made in respect thereof, together “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loan IncreaseLoans, collectively, the “Incremental Increases” Loans”; and the incurrence of Additional Revolving Commitments, collectively with any Incremental TranchesTerm Commitments, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as the “Incremental Credit ExtensionsCommitments”); provided that: , in the case of all Incremental Commitments, in aggregate total principal amount not to exceed (i1) the sum of (x) $150,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) above plus (z) all voluntary prepayments of any then-existing Incremental Term Facility and commitment reductions under the Revolving Credit Facility, as applicable, prior to the date of such incurrence, but not to exceed $150,000,000 in the aggregate principal amount of all Incremental Credit Extensions pursuant to under this Section 2.14 shall not exceed the lesser of clause (A1), plus (2) $50,000,000 and (B) an amount such that, additional amounts so long as after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases thereto (and assuming the full utilization thereof) does not exceed the lesser of (1Commitments are fully drawn) the maximum Consolidated Total Lease Adjusted Senior Secured Net Leverage Ratio permitted pursuant is not greater than 3.25 to Section 7.11(a1.00; provided that (i) at any such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant request for an Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase Term Facility shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; 25,000,000); (ii) no Default or Event any such request for an Additional Revolving Commitment shall be in a minimum amount of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; $5,000,000; (iii) the Term Loans Incremental Commitments shall be provided by one or more Eligible Assignees acceptable to the Company; and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 no Lender shall be used required to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right provide any or all of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentCommitments.

Request for Increase. The So long as (i) no Default has occurred and is continuing, and (ii) the Borrower has not otherwise terminated or reduced in part any unused portion of the aggregate Revolving Credit Commitments at any time pursuant to Section 2.12, the Borrower may request that by notice to the Administrative Agent Agent, request, not more than two (x2) add times, an increase in the amount of the aggregate Revolving Credit Commitments within the limitations hereafter described, which notices shall set forth the amount of such increase. In accordance with Section 2.13(d), the amount of the aggregate Revolving Credit Commitments may be so increased either by having one or more additional term loans under this Section 2.14 New Lenders that have been approved by the Borrower become Lenders and/or by having any one or more of the then existing Lenders (each, an “Additional Incremental Tranche”at their respective election in their sole discretion) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans their Revolving Credit Commitments (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan IncreaseIncreasing Lenders”), and/or provided that (yi) increase the then effective aggregate principal amount Revolving Credit Commitment of any New Lender shall not be less than $5,000,000 and the sum of the Revolving Credit Commitments under this Section 2.14 (each, a “of the New Lenders and the increases in the Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date Commitments of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase Increasing Lenders shall be in a minimum an aggregate amount of not less than $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and and, if in excess thereof, in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; 1,000,000); (ii) no Default or Event the aggregate amount of Default all the increases in the Revolving Credit Commitments pursuant to this Section 2.13 shall have occurred and be continuing or would occur after giving effect to such Incremental Increase not exceed $30,000,000 and the application of proceeds therefrom; aggregate Revolving Credit Commitments shall not exceed $110,000,000; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 Borrower, each New Lender and/or each Increasing Lender shall have executed and delivered to the Agent a maturity date no earlier than commitment and acceptance (the Maturity Date “Commitment and Acceptance”) substantially in the case form of additional Term Loans made pursuant to this Section 2.14 Exhibit G hereto, and the Agent shall have a Weighted Average Life to Maturity no shorter than accepted and executed the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; same, (iv) the Borrower shall have executed and delivered to the Agent a Revolving Credit Note or Revolving Credit Notes payable to the order of each New Lender and/or each Increasing Lender, each such Revolving Credit Note to be in the amount of such New Lender’s Revolving Credit Commitment or such Increasing Lender’s Revolving Credit Commitment (as applicable); (v) if at any time during requested by the Adjustment PeriodAgent, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect shall have delivered to the Facilities by more than 50 basis pointsAgent opinions of Borrower’s in-house counsel (substantially similar to the forms of opinions provided for in Section 6.1(l), then modified to apply to the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins Revolving Credit Commitments and each new Revolving Credit Note and Commitment and Acceptance executed and delivered in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront feesconnection therewith); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; ; (vi) the Loans incurred pursuant to each Incremental Credit Extension Guarantors shall have consented in no event rank senior in right of payment and with respect writing to the Collateral than new Revolving Credit Commitments or increases in Revolving Credit Commitments (as applicable) and shall have agreed that their Guaranty and the Loans under the existing Facilities; Subsidiary Security Agreement continues in full force and effect, and (vii) the Term Loans incurred pursuant to Borrower, each New Lender and/or each Increasing Lender shall otherwise have executed and delivered such other instruments and documents as the Incremental Term Loan Increase Agent shall (i) be treated have reasonably requested in connection with such new Revolving Credit Commitment or increase in the same manner Revolving Credit Commitment (as the existing Term Loans for purposes of Section 2.06 applicable). The form and (ii) share ratably in any prepayments substance of the existing Term Loans; and documents required under clauses (viiiiii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 through (vii) above shall be reasonably satisfactory acceptable to the Administrative Agent. The Agent shall provide written notice to all of the Lenders hereunder of the admission of any New Lender or the increase in the Revolving Credit Commitment of any Increasing Lender hereunder and shall furnish to each of the Lenders copies of the documents required under clause (iii), (v), (vi) and (vii) above.

Request for Increase. The Borrower may request that Upon notice to the Administrative Agent (x) add or the Incremental Arranger, the Borrower may, from time to time, request one or more additional Facilities of term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount or additional term loans of the Term Loans under this Section 2.14 on the same terms Facility as the any existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan IncreaseLoans”), ) and/or increases in the aggregate Revolving Commitments (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such thatConsolidated Interest Coverage Ratio, calculated on a pro forma basis, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to incurrence of such Incremental Increases Term Loans and/or Revolving Commitment Increase (and assuming that the full utilization amount of such Revolving Commitment Increase is drawn) and the use of proceeds thereof) does , shall not exceed be less than 3.00:1.00 for the lesser most recently completed four consecutive fiscal quarters of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted Borrower for which financial statements have been delivered pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase6.01, (yii) the aggregate principal amount of any Incremental Increase such request for an increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof10,000,000, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the interest rate, maturity and amortization schedule for any new Facility of Incremental Term Loans shall be determined by the Borrower and Revolving Credit Loans made the applicable Lenders under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; such Facility, (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein except with respect to the Facilities by more than 50 basis pointsitems in clauses (iii) and (v) of this Section 2.17(a) and Section 2.17(e) below, then the interest rates, Applicable Fee Rate Incremental Term Loans shall be on terms and Applicable Rate with respect subject to each Facility (conditions and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and documentation to be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent Borrower and the applicable lenders under such Facility; provided that, to the extent such terms and documentation are not consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant (except to the Incremental Term Loan Increase shall extent permitted by clause (iiii) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant or any other covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant or other covenant is (1) also added for the benefit of all existing Loans or (2) only applicable after the Latest Maturity Date), and (v) such Incremental Term Loans may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the applicable lenders under such Facility.

Request for Increase. The Borrower may request that Provided there exists no Event of Default (or, to the extent the Company has provided an LCA Election in connection therewith, no Event of Default exists on LCA Test Date), upon notice to the Administrative Agent Agent, the Company may from time to time request (x) add an increase in the U.S. Revolving Credit Facility and/or the Global Revolving Credit Facility and/or (y) the establishment of one or more additional new term loans under this Section 2.14 loan commitments (each, an “Additional Incremental TrancheTerm Commitment”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) by an amount such that, (after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases all increases under clauses (and assuming the full utilization thereofx) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2y)) 5.25:1.00not exceeding (a) $300,000,000 in the aggregate (for all such requests), on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, plus (yb) the aggregate principal amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans, Incremental Increase Term Loans or Revolving Commitments (in each case, together, in the case of any Indebtedness constituting revolving indebtedness, voluntary permanent reductions of such revolving credit commitments on a dollar-for-dollar basis) effected after the Closing Date (but excluding (A) any prepayment of such Indebtedness with the proceeds of substantially concurrent borrowings of new Loans hereunder (other than borrowings under the Revolving Facility), (B) any reduction of such revolving commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long-term Indebtedness (other than borrowings under the Revolving Facility)); provided that any such request for an increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent25,000,000.

Request for Increase. The Borrower may Borrowers may, from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and”), together with (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrowers (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the aggregate principal amount of for all such Incremental Credit Extensions pursuant to this Section 2.14 Increases shall not exceed exceed, as of the lesser date of any Incremental Increase, the greater of (A) $50,000,000 120,000,000 and (B) an the amount such that, after giving effect to each Incremental Credit Extension, of Consolidated Adjusted EBITDA for the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases immediately preceding four (and assuming the full utilization thereof4) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date prior Fiscal Quarters of the relevant Incremental Credit Extension under this Section 2.14 Borrowing Agent and as of the last day of the most recently ended Fiscal Quarter prior to its Subsidiaries; (ii) any such proposed Incremental Increase, (y) the aggregate principal amount of any request for an Incremental Increase shall be in a minimum amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14Section); (iii) and in integral multiples no Revolving Credit Increase shall increase the Letter of $2,000,000 in excess thereof, and Credit Sublimit without the consent of the L/C Issuer; (ziv) the Borrower Borrowing Agent may make a maximum of five three (53) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect for Incremental Increases prior to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase byDate, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 each Incremental Increase shall constitute Obligations hereunder and shall be used to make Permitted Acquisitions, Permitted Joint Ventures guaranteed and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred secured pursuant to the Incremental Term Loan Increase shall (i) be treated in Guaranty and the same manner as Collateral Documents on a pari passu basis with the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentObligations hereunder.

Request for Increase. The Borrower If no Default or Event of Default has occurred and is continuing AMRC may at any time and from time to time, request that (each an “Incremental Commitment Request”) by delivering a notice to the Administrative Agent (xwho shall promptly notify the Lenders of the substance thereof) add one or more additional term loans under this Section 2.14 that the Delayed Draw Term Loan Commitment Amount be increased by an aggregate amount (eachfor all such requests) not exceeding $75,000,000 and the Revolving Loan Commitment Amount be increased by aggregate amount (for all such requests) not exceeding $15,000,000 (each such increase, an “Additional Incremental TrancheCommitment”) and/or increase ; and the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with loans made pursuant to each Additional such Incremental TrancheCommitment, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit ExtensionsLoans”); provided that: that (i) (x) each increase in the aggregate principal amount of all Incremental Credit Extensions Revolving Loan Commitment Amount pursuant to this Section 2.14 shall not exceed reduce, dollar-for-dollar, the lesser amount by which the Delayed Draw Term Loan Commitment Amount may be increased pursuant to this Section; (ii) each such Incremental Commitment Request shall request an increase in a minimum amount of (A) $50,000,000 10,000,000 (or, if less, the remaining portion of such of total amount) and integral multiples of $5,000,000 in excess thereof, in the case of increases of the Delayed Draw Term Loan Commitment Amount, and (B) an amount such that$5,000,000 (or, after giving effect to each Incremental Credit Extensionif less, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to remaining portion of such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14total amount) and in integral multiples of $2,000,000 1,000,000 in excess thereof, in the case of increases of the Revolving Loan Commitment Amount; and (ziii) the Borrower AMRC may make a maximum of not submit more than five (5) such requests Incremental Commitment Requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined . The notice by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to Lenders describing each Incremental Credit Extension Commitment Request shall specify the time period (to be determined by the Borrowers in consultation with the Administrative Agent but in no event rank senior in right be less than 15 Business Days from the date of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments delivery by AMRC of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory applicable Incremental Commitment Request to the Administrative Agent) within which each Lender is required to inform the Administrative Agent whether such Lender intends to provide any portion of the applicable Incremental Commitment.

Request for Increase. The Borrower may Company may, from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and”) or (y) one or more term loan tranches to be made available to the Company (each, together with the an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the principal amount for all such Incremental Increases in the aggregate principal amount of all since the Closing Date (including the then requested Incremental Credit Extensions pursuant to this Section 2.14 Increase) shall not exceed the lesser of $1,000,000,000; (Aii) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 50,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14Section) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower Company may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; requests; (iii) no Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); Company; (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitionsexcept as provided above, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect applicable to the any Incremental Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 Loan shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the terms of the Company Guaranty on a pari passu basis with the other Obligations hereunder.

Request for Increase. The Borrower may request that At any time after the Closing Date, upon written notice to the Administrative Agent Agent, the Borrower may, from time to time, request (xi) add one or more additional incremental term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan IncreaseLoan”), and/or ) or (yii) increase the then effective aggregate principal amount of one or more increases in the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Facility Increase” and, together with the initial principal amount of the Incremental Term Loan IncreaseLoans, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (xA) the aggregate principal amount for all such Incremental Increases shall not exceed the sum of all (1) $75,000,000 plus (2) an amount which, after giving pro forma effect to such Incremental Credit Extensions Increase (assuming that the entire Incremental Increase is funded on the effective date thereof and after giving effect to the use of proceeds thereof) pursuant to this Section 2.14 shall clause (2), would not cause the Consolidated Total Leverage Ratio, as of the most recently completed Reference Period, to exceed the lesser of (Ax) $50,000,000 4.50 to 1.00 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of Financial Covenant (in each case, as demonstrated by the Borrower in a written certification to the Administrative Agent), (B) any Incremental Increase such request for an increase shall be in a minimum amount of $10,000,000 (or such lower for any Incremental Term Loan and $10,000,000 for any Revolving Credit Facility Increase or, if less, the remaining amount that represents all remaining availability permitted pursuant to this Section 2.14the foregoing clause (A) and in integral multiples of $2,000,000 in excess thereof, and (zC) the Borrower may make a maximum of no more than five (5) such requests Incremental Increases shall be permitted to be requested during the term of this Agreement; . Unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increase would be permitted to be incurred under clause (iiA)(2) no Default or Event above on the applicable date of Default shall have occurred and be continuing or would occur after giving effect to determination, such Incremental Increase and (or the application of proceeds therefrom; relevant portion thereof) shall be deemed to have been incurred in reliance on clause (iiiA)(2) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect above prior to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds utilization of any Term Loans made amount available under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; clause (viA)(1) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentabove.

Request for Increase. The Borrower may request that Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the applicable Revolving Credit Lenders), the Company may from time to time request (x) add one or more additional term loans under this Section 2.14 an increase to the existing Revolving Credit Commitments (each, an “Additional Incremental TrancheRevolving Commitment”) and/or increase (y) the then effective establishment of one or more new term loan commitments (each, an “Incremental Term Loans”; Incremental Term Loans and Incremental Revolving Commitments are collectively referred to herein as the “Incremental Facilities”); provided that (i) the aggregate principal amount (calculated as of the date such Indebtedness was incurred, in the case of Incremental Term Loans, or first committed, in the case of Incremental Revolving Commitments) of all Incremental Facilities (after giving effect to all requests) shall not exceed the sum of (A) $700,000,000 plus (B) the amount of any voluntary prepayments of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount and voluntary permanent reductions of the Revolving Credit Commitments effected after the Restatement Effective Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and clause (B)) plus (C) an unlimited additional amount such that, in the case of this clause (C) only, after giving pro forma effect to each thereto (assuming full drawing under such Incremental Credit ExtensionFacilities), the Consolidated Total Lease Adjusted Secured Leverage Ratio calculated on a Pro Forma Basis after giving effect for the most recent Test Period shall not exceed 2.50:1 (other than to the extent such Incremental Increases Facilities are incurred pursuant to this clause (and assuming C) concurrently with the full utilization thereof) does not exceed incurrence of Incremental Facilities in reliance on clause (A), in which case the lesser of (1) the maximum Consolidated Total Lease Adjusted Secured Leverage Ratio shall be permitted pursuant to Section 7.11(aexceed 2.50:1 to the extent of such Incremental Facilities incurred in reliance on clause (A)), (ii) at any such time less 0.25:1.00 and (2) 5.25:1.00, on request for an increase shall specify the date amount of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of Facility and shall in any Incremental Increase shall event be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof25,000,000, and (ziii) the Borrower Company may make a maximum of five six (56) such requests during requests. At the term time of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to sending such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodnotice, the Borrower requests any Incremental Credit Extension and if Company (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase by, and be subject to, specify the Yield Differential time period within which each Lender is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders).

Request for Increase. The Borrower may Company may, from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and”) or (y) one or more term loan tranches to be made available to the Company (each, together with the an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the principal amount for all such Incremental Increases in the aggregate principal amount of all since the Closing Date (including the then requested Incremental Credit Extensions pursuant to this Section 2.14 Increase) shall not exceed the lesser of $500,000,000; (Aii) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 50,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14Section) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower Company may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; requests; (iii) no Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) each Incremental Term Loan shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); Company; (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitionsexcept as provided above, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect applicable to the any Incremental Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 Loan shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed, to the extent constituting Obligations of any Designated Borrower, pursuant to the terms of the Company Guaranty on a pari passu basis with the other Obligations hereunder.

Request for Increase. The Borrower may request that Upon notice to the Administrative Agent (x) add one which shall promptly notify the Lenders), the Borrower may from time to time on or more additional term loans after the Escrow Release Date request an increase in the Advances by an aggregate amount (for all such requests and together with any requests under this Section 2.14 (each2.19, an “Additional Incremental Tranche”) and/or in each case to the extent such requests result in a corresponding increase the then effective aggregate principal amount of in the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (Facility or a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (yNew Advance) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”)not exceeding $125,000,000; provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) that any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (or 25,000,000. To achieve such lower amount that represents all remaining availability requested increase, the Borrower may invite the Lenders to make additional Advances and/or may invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel, provided any Advances made by an Eligible Assignee pursuant to this Section 2.14) and 2.18 shall be in integral multiples a principal amount of $2,000,000 1,000,000 or an integral multiple of $500,000 in excess thereof. At the time of sending the notice described in the first sentence of this Section, and (z) the Borrower may make a maximum of (in consultation with the Administrative Agent) shall specify the time period within which each Lender and/or Eligible Assignee is requested to respond (which shall in no event be less than five (5) Business Days from the date of delivery of such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect notice to such Incremental Increase Lender or Eligible Assignee). The Borrower may offer and the application of proceeds therefrom; pay to each Lender (iiian “Increasing Lender”) the Term Loans that agrees to make additional Advances, and Revolving Credit Loans made under this Section 2.14 shall have to each additional Eligible Assignee that agrees to becomes a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made Lender pursuant to this Section 2.14 shall have 2.18, such fees or original issue discount as it may elect in connection with any such increase in the Advances, provided that in the event the interest rate margins (other than as a Weighted Average Life to Maturity no shorter result of the imposition of default interest) for any Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee are higher than the remaining Weighted Average Life to Maturity interest rate margins for the Advances of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities non-Increasing Lenders by more than 50 basis points0.50%, then the interest rates, Applicable Fee Rate and Applicable Rate with respect rate margins for the Advances of the non-Increasing Lenders shall be increased to each Facility (and the extent necessary so that such interest rate margins shall be equal to the interest ratesrate margins for such Increasing Lender’s additional Advances or the Advances of such Eligible Assignee, Applicable Fee Rate and Applicable Rate minus 0.50%; provided further that, in determining the interest rate margins applicable to any Incremental Increase that was previously entered into pursuant Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee and the Advances of the non-Increasing Lenders (A) original issue discount or upfront fees (which shall be deemed to this Section 2.14constitute like amounts of original issue discount) payable by any Loan Party to any Lender or Increasing Lender or any Eligible Assignee in the initial primary syndication of the Advances or the increased Advances hereunder, as the case may be, shall automatically increase bybe included (with original issue discount being equated to interest based on assumed 4-year life to maturity), and be subject to(B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable to any of the Yield Differential Bookrunners (it being understood that or their affiliates) in connection with the Advances or any increase in the weighted average interest rates may Advances hereunder or to one or more arrangers (Aor their affiliates) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 thereof shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentexcluded.

Request for Increase. The Borrower may request that Provided (i) subject to Section 1.10, there exists no Default both before and after giving effect to any Incremental Revolving Commitment or Incremental Term Commitment (including compliance by the Company with the covenants set forth in Sections 7.10, 7.11 and 7.12 determined on a pro forma basis) and (ii) upon notice to the Administrative Agent (x) add one or more additional term loans under which shall promptly notify the Lenders), the Company may from time to time, request, and, subject to this Section 2.14 (including Section 2.14(c)) Lenders hereby consent to, (x) an increase in the Revolving Credit Facility (each, an “Additional Incremental TrancheRevolving Commitment”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount establishment of the Revolving Credit Commitments under this Section 2.14 one or more new term loan commitments (each, a an “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit ExtensionsCommitment”), by an amount (for all such requests in the aggregate) not exceeding $250,000,000; provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of that (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof5,000,000, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (iiB) no Default or Event such increase shall increase the Letter of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment PeriodSublimit, the Domestic Swing Line Sublimit, the Foreign Swing Line Sublimit or the Foreign Borrower requests any Incremental Credit Extension and if Sublimit. At the weighted average interest ratetime of sending such notice, applicable margin and/or pricing grid the Company (if any) applicable to any such Incremental Increase requested during in consultation with the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase by, and be subject to, specify the Yield Differential time period within which each Lender is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and with respect delivery of such notice to the Collateral than Lenders or such other time period as agreed to by the Loans under Borrower and any Lender providing an Incremental Revolving Commitment or an Incremental Term Commitment); provided further that, solely to the existing Facilities; extent the proceeds thereof are applied to (viiw) fund the Term Loans incurred acquisition (the “Contemplated Acquisition”) by the Company of certain assets of the business, and certain outstanding common stock, belonging directly or indirectly to GNA Financing, Inc., a Delaware corporation, or certain of its subsidiaries and affiliates (collectively, the “Target”), pursuant to a certain purchase agreement to be entered into by the Incremental Term Loan Increase shall (i) be treated in Company and the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other Target on terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentAgent (together with the exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, the “Contemplated Purchase Agreement”), (x) repay certain existing indebtedness of the Target and its subsidiaries, and (y) pay transaction fees and expenses related thereto, the Company may request Incremental Term Commitments up to an amount of $600,000,000 (the “Acquisition Incremental Loans”); provided further that, (i) immediately after the incurrence of the Acquisition Incremental Loans, or (ii) in the event that the Contemplated Acquisition is consummated without the incurrence of the Acquisition Incremental Loans, the amount that the Company may request hereunder shall not exceed $250,000,000.”

Request for Increase. The Borrower Upon notice to the Administrative Agent, at any time after the Closing Date, the Company may request that the Administrative Agent (x) add one or more additional term loans under this Section 2.14 Commitments (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan IncreaseCommitment” and, together with each Additional Incremental Tranchecollectively, the “Incremental Term Loan IncreaseCommitments”); provided that (i) after giving effect to any such addition, and/or the aggregate amount of Incremental Commitments that have been added pursuant to this Section 2.15 after the Amendment No. 2 Effective Date shall not exceed $300,000,000 minus the amount, if any, of the then outstanding or committed Indebtedness permitted by clause (y) increase the then effective of Section 7.03(k), (ii) any such addition shall be in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as may be acceptable to the Administrative Agent or shall represent all remaining availability under this Section 2.15) and (iii) the Company may make a maximum of three such requests after the Amendment No. 2 Effective Date. Incremental Commitments may be provided, at the option of the Company, by (i) increasing the aggregate Revolving Credit Commitments under this Section 2.14 with the same terms (including pricing) as the existing Revolving Credit Facility (each, a “Revolving Credit Commitment Facility Increase” and”) or (ii) creating a new tranche of term loans (each, together with the an “Incremental Term Loan IncreaseFacility”; and each term loan thereunder, the an “Incremental Increases” Term Loan”; and the incurrence of Additional each Revolving Credit Facility Increase and Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter Facility may also be referred to herein as an “Incremental Credit ExtensionsIncrease”); provided that: (i) (x) the aggregate principal amount of all Incremental that no Revolving Credit Extensions pursuant to this Section 2.14 Facility Increase shall not exceed the lesser of (A) $50,000,000 and increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) an amount such that, after giving effect to each Incremental increase the Letter of Credit Extension, Sublimit without the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date consent of the relevant Incremental Credit Extension under this Section 2.14 and as L/C Issuers or (C) increase the Alternative Currency Sublimit without the consent of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Required Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders.

Request for Increase. The Borrower may may, from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and”), together with (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the principal amount for all such Incremental Increases in the aggregate principal amount of all since the Closing Date (including the then requested Incremental Credit Extensions pursuant to this Section 2.14 Increase) shall not exceed the lesser of $200,000,000; (Aii) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 25,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Section); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date and for the Term Facility then in the case of additional Term Loans made pursuant to this Section 2.14 shall effect or have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser than the remaining weighted average life to maturity or of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan) and (B) be accomplished shall have an Applicable Rate or pricing grid as determined by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Lenders providing such Incremental Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; the Borrower; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner except as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) provided above, all other terms and conditions with respect applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The At any time prior to the then applicable Maturity Date, the Borrower may request that shall have the Administrative Agent right to increase the aggregate amount of the Facilities to an amount not exceeding $2,500,000,000 by requesting an increase in the Aggregate Revolving Commitments (x) add each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”), requesting an increase in the Term A-3 Facility (each such increase, an “Incremental Term A-3 Increase”), or adding one or more additional tranches of term loans under this Section 2.14 (each, each an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Facility and each Incremental Revolving Increase, the “Incremental Increases” Term A-1 Increase, Incremental A-2 Increase and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be A-3 Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 no Default has occurred and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increaseis continuing, (yii) the aggregate principal amount of any Incremental Increase shall each increase must be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 5,000,000 in excess thereof, and thereof (z) or such other amounts as are agreed to by the Parent Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Administrative Agent), (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date of any Incremental Revolving Increase shall be no earlier than the Revolving Maturity Date in effect at such time, the maturity date of any Incremental Term A-1 Increase, any Incremental Term A-2 Increase, any Incremental Term A-3 Increase and any Incremental Term Loan Facility shall be no earlier than the Term A-1 Maturity Date, Term A-2 Maturity Date or Term A-3 Maturity Date, as applicable, (iv) except in the case of additional an Incremental Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment PeriodLoan Facility, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any each such Incremental Increase requested during Facility shall be on the Adjustment Period pursuant to this Section 2.14 exceeds same terms as the interest rates, Applicable Fee Rate Facility being increased and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds conditions to the making of any Term Loans made under this a Credit Extension set forth in Section 2.14 4.02 (other than Section 4.02(c)) shall be used satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender, Term A-1 Lender, Term A-2 Lender or Term A-3 Lender, as applicable, is requested to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; respond (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentapplicable Lenders).

Request for Increase. The Borrower may request that At any time after the Closing Date, upon written notice to the Administrative Agent Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request (xi) add one or more incremental term loans, including a borrowing of an additional term loans under this Section 2.14 (eachloan, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of which will be added to the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “tranche of Term Loan Increase” and, together with each Additional Incremental Tranche, the latest maturity date (an “Incremental Term Loan IncreaseLoan”), and/or ) or (yii) increase the then effective aggregate principal amount of one or more increases in the Revolving Credit Commitments under this Section 2.14 (each, a an “Incremental Revolving Credit Commitment Facility Increase” and, together with the initial principal amount of the 92 146960219_6 165457743_4 Incremental Term Loan IncreaseLoans, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (xA) the aggregate principal amount of for all such Incremental Credit Extensions pursuant to this Section 2.14 Increases and Incremental Equivalent Indebtedness incurred after the Closing Date shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser sum of (1) the maximum greater of $300,000,000 and Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and EBITDA as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) four consecutive fiscal quarter period for which financial statements and the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability related Officer’s Compliance Certificate have been delivered pursuant to this Section 2.14Sections 8.1(a) or (b) and in integral multiples of $2,000,000 in excess thereof8.2(a) plus (2) an amount which, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving pro forma effect to such Incremental Increase and/or Incremental Equivalent Indebtedness (assuming that the entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the most recently ended four consecutive fiscal quarter period for which financial statements and the application of proceeds therefrom; related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (iiib) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and 8.2(a) (or in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rateTerm Loan, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitionswhich will finance a substantially concurrent Limited Condition Acquisition, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect LCA Test Date), to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent.exceed

Request for Increase. The Borrower may request that Upon notice to the Administrative Agent (x) add one or more which shall promptly notify the Lenders), at any time after the Closing Date, the Company may request additional term loans under this Section 2.14 Commitments (each, each an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount Commitment” and all of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” andthem, together with each Additional Incremental Tranchecollectively, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit ExtensionsCommitments”); provided that: (i) that (x) after giving effect to any such addition, the aggregate principal amount of all Incremental Credit Extensions Additional Commitments that have been added pursuant to this Section 2.14 2.15 after the Closing Date shall not exceed the Additional Commitments Limit, (y) any such addition shall be in an aggregate amount of not less than $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in either case, such lesser of (Aamount as may be acceptable to the Administrative Agent) $50,000,000 and (Bz) an amount such that, after giving effect to each Incremental Credit Extensionany such addition, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect aggregate outstanding amount of Additional Term Loans made to such Incremental Increases (and assuming the full utilization thereof) does Designated Borrowers that are not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00U.S. Borrowers shall not exceed, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) when taken together with the aggregate principal amount Outstanding Amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have to Designated Borrowers that are not U.S. Borrowers, $30,000,000. Any loans made in respect of any such Additional Commitments (the “Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Facility, or (ii) creating a maturity date no earlier than the Maturity Date and in the case new tranche of additional Term Loans made terms loans (any loans provided pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodsuch additional tranche, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any“Additional Term Loans”) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that the Company has the absolute right to pursue Additional Commitments in accordance with this Section 2.15 and no Lender shall have the ability to block any such pursuit although no Lender shall be obligated to provide any Additional Commitments); provided that no increase in the weighted average interest rates may Aggregate Revolving Credit Commitments shall (A) take increase the form Swing Line Sublimit without the consent of original issue discount (“OID”) or upfront feesthe Swing Line Lender, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination increase the Letter of an Credit Sublimit (or change the allocation of the Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase in the weighted average interest rates, OID and/or upfront fees); (v) Alternative Currency Sublimit or the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital ExpendituresDesignated Non-U.S. Borrower Sublimit, in each case as permitted herein; (vi) either case, without the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments consent of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Required Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders.

Request for Increase. The At any time prior to the then applicable Maturity Date, Borrower may request that shall have the Administrative Agent right to increase the aggregate amount of the Facilities to an amount not exceeding $2,500,000,000 by requesting an increase in the Aggregate Commitments (x) add each such increase, an “Incremental Revolving Increase”), or adding one or more additional new tranches of term loans under this Section 2.14 (each, each an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Increase, the “Facility and each Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 no Default has occurred and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increaseis continuing, (yii) the aggregate principal amount of any Incremental Increase shall each increase must be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 5,000,000 in excess thereofthereof (or such other amounts as are agreed to by Borrower and Administrative Agent), and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and except in the case of additional a newly established Incremental Term Loans made pursuant to this Section 2.14 Loan Facility, each such Incremental Facility shall have a Weighted Average Life to Maturity no shorter than be on the remaining Weighted Average Life to Maturity of same terms as the then existing Term Loans made under Section 2.01; Aggregate Commitments being increased, (iv) if at all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall be on terms agreed to by Borrower and the Lenders providing such Incremental Term Loan Facility; provided, that (x) the final maturity date therefor may not be earlier than the latest Maturity Date (including any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension extension option) and (y) if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any terms of such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Term Loan Facility (and other than final maturity) are not the interest ratessame as the terms of a then existing Incremental Term Loan Facility, Applicable Fee Rate and Applicable Rate applicable such new Incremental Term Loan Facility shall be on terms reasonably acceptable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds conditions to the making of any Term Loans made under this a Credit Extension set forth in Section 2.14 4.02 (other than Section 4.02(c)) shall be used satisfied or waived. At the time of sending such notice, Borrower (in consultation with Administrative Agent) shall specify the time period within which each Lender is requested to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; respond (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentapplicable Lenders).

Request for Increase. The Borrower Provided there exists no Default or Event of Default, or no Default or Event of Default would occur as a result of such increase, upon notice to the Agent from the Parent’s Chief Financial Officer (which shall promptly notify the Lenders), the Borrowers may from time to time, request that an increase in the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount Total Commitment in excess of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans initial Total Commitments of $500,000,000 by an aggregate amount (a “Term Loan Increase” and, together with each Additional Incremental Tranche, for all such requests) not exceeding $250,000,000 (the “Incremental Term Loan Maximum Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (ia) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 50,000,000, (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (zb) the Borrower may make a maximum of five three (53) such requests during and (c) that the term aggregate of all such requests does not exceed $250,000,000. At the time of sending such notice, the Borrowers (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Banking Days from the date of delivery of such notice to the Lenders). Notwithstanding anything to the contrary in this Agreement; Section 2.7, the aggregate amount of the Maximum Increase shall automatically be reduced to $100,000,000 (iiinclusive of all prior increases effected pursuant to this Section 2.7) no Default or Event on the earlier of Default (a) June 30, 2008, if the VECO Acquisition has not been consummated by such date, and (b) ten (10) Banking Days after the date the Parent, on behalf of the Borrowers, delivers written notice to the Agent that the VECO Purchase Agreement has been terminated without the VECO Acquisition having been consummated. To the extent the aggregate amount of the Total Commitments has been increased prior to such date pursuant to this Section 2.7 by more than $100,000,000, such reduction shall have occurred the effect of reducing the Total Commitment by the amount that the sum of such prior increases of the Total Commitment pursuant to this Section 2.7 exceeds $100,000,000 (which reduction of the Total Commitment shall ratably reduce each Lender’s Commitment), and be continuing or would occur the Borrowers shall, immediately after and giving effect to such Incremental Increase and reduction, if necessary, make a principal payment to the application of proceeds therefrom; (iii) Agent for the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity account of the then existing Term Loans made under Lenders as required by Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent4.3.1.

Request for Increase. The Borrower may request Provided that no Event of Default shall have occurred and is then continuing, upon written notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Revolving Credit Facility (eacheach such increase, an “Additional Incremental Revolving Increase”) or the establishment of a new (or increasing an existing) tranche of pari passu term loans (each a “TL Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with ; each Additional TL Tranche and Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) after giving effect to each such increase or establishment, the sum of the Revolving Credit Facility and the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 TL Tranches shall not exceed $1,500,000,000 in the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increaseaggregate, (yii) the aggregate principal amount of any Incremental Increase such request for an increase or establishment shall be in a minimum amount of $10,000,000 (25,000,000 or any lesser amount if such lower amount that represents all remaining availability pursuant to this Section 2.14under the aggregate limit set forth in clause (i) above (or such lesser amount as the Borrower and in integral multiples of $2,000,000 in excess thereofthe Administrative Agent may reasonably agree), (iii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, and (ziv) all commitments increased or established, and all loans provided, as part of a TL Tranche shall be on terms agreed to by the Administrative Agent, the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) Lenders providing such TL Tranche; provided, that the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a final maturity date no therefor may not be earlier than the Maturity Date and in the case latest maturity date (including any extension option) of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the any then existing Term Loans made under Section 2.01; (iv) if at any Facility. At the time during the Adjustment Periodof sending such notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase by, and be subject to, specify the Yield Differential time period within which each Lender is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders).

Request for Increase. The Borrower may request that Upon notice to the Administrative Agent (x) add one or more which shall promptly notify the Lenders), at any time after the Closing Date, the Company may request additional term loans under this Section 2.14 Commitments (each, each an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount Commitment” and all of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” andthem, together with each Additional Incremental Tranchecollectively, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit ExtensionsCommitments”); provided that: (i) that (x) the aggregate initial principal amount (as of all Incremental Credit Extensions pursuant to this Section 2.14 the date of incurrence or availability thereof) of such requested Additional Commitments shall not exceed the Additional Commitments Limit, (y) any such addition shall be in an aggregate amount of not less than $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in either case, such lesser of (Aamount as may be acceptable to the Administrative Agent) $50,000,000 and (Bz) an amount such that, after giving effect to each Incremental Credit Extensionany such addition, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect aggregate outstanding amount of Additional Term Loans made to such Incremental Increases (and assuming the full utilization thereof) does Designated Borrowers that are not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00U.S. Borrowers shall not exceed, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) when taken together with the aggregate principal amount Outstanding Amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have to Designated Borrowers that are not U.S. Borrowers, $75,000,000. Any loans made in respect of any such Additional Commitments (the “Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Commitments with the same terms (including pricing), or (ii) creating a maturity date no earlier than the Maturity Date and in the case new tranche of additional Term Loans made terms loans (any loans provided pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodsuch additional tranche, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any“Additional Term Loans”) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that the Company has the absolute right to pursue Additional Commitments in accordance with this Section 2.15 and no Lender shall have the ability to block any such pursuit although no Lender shall be obligated to provide any Additional Commitments); provided that no increase in the weighted average interest rates may Aggregate Commitments shall (A) take increase the form Swing Line Sublimit without the consent of original issue discount (“OID”) or upfront feesthe Swing Line Lender, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination increase the Letter of an Credit Sublimit (or change the allocation of the Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase in the weighted average interest rates, OID and/or upfront fees); (v) Alternative Currency Sublimit or the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital ExpendituresDesignated Non-U.S. Borrower Sublimit, in each case as permitted herein; (vi) either case, without the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments consent of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentRequired Lenders.

Request for Increase. The Borrower may request that Provided there exists no Default, upon written notice to the Administrative Agent Agent, the Borrower may, at any time and from time to time after the Second Amendment Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,750,000,0001,500,000,000 by requesting an increase in the Revolving Credit Facility (x) add one or more additional term loans under this Section 2.14 (eacheach such increase, an “Additional Incremental TrancheRevolving Increase”), requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or increase the then effective aggregate principal amount or establishing a new (or increasing an existing) tranche of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans pari passu term facility (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the an “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Facility and each Incremental Revolving Increase, the “and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) except in the case of an Incremental Term Loan Facility, each such Incremental Facility shall be on the same terms (xincluding maturity date) as the Facility being increased, (ii) the aggregate principal amount terms and conditions of all each Incremental Term Loan Facility, subject to clause (iii) of the last proviso to Section 10.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, such consent, subject to clause (iii) of the last proviso to Section 10.01, not to be unreasonably withheld, conditioned or delayed, and (iii) the conditions to the making of a Credit Extensions Extension set forth in Section 4.02 (other than Section 4.02(c) and (d)) shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each notice from the Borrower pursuant to this Section 2.14 2.16(a) shall not exceed the lesser of specify (Ai) $50,000,000 and (B) whether it proposes an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Revolving Increase, (y) the aggregate principal amount of any an Incremental Term Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereofan Incremental Term Loan Facility, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred if it proposes an Incremental Term Loan Facility, the proposed terms thereof and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans identity of each Lender and Revolving Credit Loans made under this Section 2.14 shall have each Eligible Assignee that it has approached or proposes to approach to provide all or a maturity date no earlier than the Maturity Date and portion of such Incremental Facility (subject in the each case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made any requisite consents required under Section 2.01; (iv) if at any 10.06). At the time during the Adjustment Periodof sending such notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid Administrative Agent) shall specify the time period within which each Lender (if any) applicable identified in such notice is requested to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility respond (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in right such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of payment and with respect such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Collateral than applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the Loans under requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Facilities; (vii) the Term Loans incurred Lender shall become a Lender pursuant to the Incremental Term Loan Increase shall (i) be treated a joinder agreement in the same manner as the existing Term Loans for purposes of Section 2.06 form and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be substance reasonably satisfactory to the Administrative AgentAgent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. The Borrower may request that Provided there exists no Default, upon written notice to the Administrative Agent Agent, the Borrower, may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (xeach such increase, an “Incremental Revolving Increase”) add and/or the addition of one or more additional new pari passu tranches of term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” andFacility”), together with and/or an increase in any then existing Incremental Term Loan Facility (each Additional Incremental Tranchesuch increase, the an “Incremental Term Loan Increase”); each Incremental Revolving Increase, and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Facility and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (10,000,000, or such lower lesser amount that represents all remaining availability pursuant agreed to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) by the Borrower may make a maximum of five (5) such requests during and the term of this Agreement; Administrative Agent and (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and except in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the newly established Incremental Term Loan Increase Facility, all Incremental Revolving Increases and Incremental Term Loan Increases shall (i) be treated in on the same manner terms as the existing Facility being increased and all incremental commitments and loans provided as part of a newly established Incremental Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 Loan Facility shall be reasonably satisfactory on terms agreed to by the Administrative Agent.Borrower and the Lenders providing such Incremental Term Loan Facility; provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the 71

Request for Increase. The Borrower may request that Provided no Event of Default shall have occurred and be continuing or(a) would exist after giving effect thereto, upon notice to the Administrative Agent (x) add one or more additional term loans which shall promptly notify the Lenders under this Section 2.14 the applicable Facility), the applicable Borrower may from time to time, request an increase (each, an each a “Additional Incremental TrancheFacility Increase”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of in the Revolving Credit Commitments under this Section 2.14 by an amount (eachfor all such requests) not exceeding $150,000,000 provided that, a “the Canadian Revolving Credit Commitment Increase” and, together with may not be increased by more than $50,000,000 in the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”)aggregate; provided that: further that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount any such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on request for a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Facility Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, 5,000,000 and (zii) the Borrower Borrowers may make a maximum of five eight (5) 8) such requests during requests. At the term time of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to sending such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodnotice, the applicable Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase by, and be subject to, specify the Yield Differential time period within which each Lender is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Lenders). All Revolving Credit Loans made pursuant to this Section 2.14 any such Facility Increase (i) are herein referred to herein as “Additional Loans” and (ii) shall be reasonably satisfactory have identical terms as the Class of existing U.S. Revolving Credit Loans, Swing Line Participations, U.S. Protective Advance Participations and/or Canadian Revolving Credit Loans, as applicable, maturing on the Latest Maturity Date. Lender Elections to Increase. Each Lender shall notify the Administrative Agent.Agent within such(b) time period whether or not it agrees to increase its U.S. Revolving Credit Commitment or Canadian Revolving Credit Commitment, as applicable, and, if so, whether by an amount equal to, greater than, or less than its U.S. Applicable Adjusted Percentage or Canadian Applicable Adjusted Percentage, as applicable of the requested Facility Increase. Any Lender not responding within such time period shall -125- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 be deemed to have declined to increase its U.S. Revolving Credit Commitment or Canadian Revolving Credit Commitment, as applicable. Notification by

Request for Increase. The Borrower may, at any time and from time to time, request, by notice to the Agent, an increase in the Commitment Cap (“Facility Increase ”), within the limitations described in this subsection 2.16, which request will set forth the amount of each such requested Facility Increase. The Agent’s approval of such request will not be unreasonably withheld. If the Agent approves any such Facility Increase, then the Commitment Cap may request that be so increased (up to the Administrative Agent (xamount of such approved Facility Increase, in the aggregate) add by having one or more additional term loans Lenders increase the amount of their then existing Commitments or become New Lenders with a new Commitment under this Section 2.14 (eachAgreement, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together subject to and in accordance with the Incremental Term Loan Increase, provisions of this subsection 2.16. Any Facility Increase will be subject to the “Incremental Increases” following limitations and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of conditions: (A) any increase (in the aggregate) in the Commitment Cap and the amount (in the aggregate) of any new Commitment of any New Lender or the amount (in the aggregate) of any increase in the Commitment of any New Lender, will (unless otherwise agreed by the Borrower and the Agent) not be less than $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases 5,000,000 (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall will be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 1,000,000 if in excess thereof, ) and not more than $20,000,000 in the aggregate; (zB) the Borrower may make and each New Lender must execute and deliver a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred Commitment and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and Acceptance substantially in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount Exhibit I, and the Agent must have accepted and executed the same; (“OID”C) or upfront fees, the Borrower must have executed and delivered to the Agent such Revolving Notes as the Agent may require to effect such Facility Increase; and (D) the Borrower and each New Lender must otherwise execute and deliver such other instruments and documents as the Agent may reasonably request in connection with such OID or upfront fees being equated Facility Increase. The Agent will provide prompt written notice to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds all Lenders of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentFacility Increase.

Request for Increase. The Borrower may request that Provided there exists no Default, upon written notice to the Administrative Agent Agent, the Borrower may, at any time and from time to time after the Restatement Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,500,000,000 by requesting an increase in the Revolving Credit Facility (x) add one or more additional term loans under this Section 2.14 (eacheach such increase, an “Additional Incremental TrancheRevolving Increase”), requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or increase the then effective aggregate principal amount or establishing a new (or increasing an existing) tranche of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans pari passu term facility (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the an “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Facility and each Incremental Revolving Increase, the “and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) except in the case of an Incremental Term Loan Facility, each such Incremental Facility shall be on the same terms (xincluding maturity date) as the Facility being increased, (ii) the aggregate principal amount terms and conditions of all each Incremental Term Loan Facility, subject to clause (iii) of the last proviso to Section 10.01 if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iii) the conditions to the making of a Credit Extensions Extension set forth in Section 4.02 (other than Section 4.02(c) and (d)) shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each notice from the Borrower pursuant to this Section 2.14 2.16(a) shall not exceed the lesser of specify (Ai) $50,000,000 and (B) whether it proposes an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Revolving Increase, (y) the aggregate principal amount of any an Incremental Term Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereofan Incremental Term Loan Facility, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred if it proposes an Incremental Term Loan Facility, the proposed terms thereof and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans identity of each Lender and Revolving Credit Loans made under this Section 2.14 shall have each Eligible Assignee that it has approached or proposes to approach to provide all or a maturity date no earlier than the Maturity Date and portion of such Incremental Facility (subject in the each case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made any requisite consents required under Section 2.01; (iv) if at any 10.06). At the time during the Adjustment Periodof sending such notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid Administrative Agent) shall specify the time period within which each Lender (if any) applicable identified in such notice is requested to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility respond (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in right such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of payment and with respect such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Collateral than applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the Loans under requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Facilities; (vii) the Term Loans incurred Lender shall become a Lender pursuant to the Incremental Term Loan Increase shall (i) be treated a joinder agreement in the same manner as the existing Term Loans for purposes of Section 2.06 form and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be substance reasonably satisfactory to the Administrative AgentAgent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. The Borrower may request that At any time after the Closing Date, upon written notice to the Administrative Agent Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request (xi) add one or more incremental term loans, including a borrowing of an additional term loans under this Section 2.14 (eachloan, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of which will be added to the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “tranche of Term Loan Increase” and, together with each Additional Incremental Tranche, the latest maturity date (an “Incremental Term Loan IncreaseLoan”), and/or ) or (yii) increase the then effective aggregate principal amount of one or more increases in the Revolving Credit Commitments under this Section 2.14 (each, a an “Incremental Revolving Credit Commitment Facility Increase” and, together with the initial principal amount of the Incremental Term Loan IncreaseLoans, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (xA) the aggregate principal amount of for all such Incremental Credit Extensions pursuant to this Section 2.14 Increases and Incremental Equivalent Indebtedness incurred after the Closing Date shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser sum of (1) the maximum greater of $300,000,000 and Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and EBITDA as of the last day of the most recently ended Fiscal Quarter prior four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have 165457743_4174358596_2 been delivered pursuant to Sections 8.1(a) or (b) and 8.2(a) plus (2) an amount which, after giving pro forma effect to such proposed Incremental IncreaseIncrease and/or Incremental Equivalent Indebtedness (assuming that the entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (yb) and 8.2(a) (or in the aggregate principal amount case of any Incremental Increase Term Loan, the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, as of the LCA Test Date), to exceed 4.00 to 1.00 (in each case, as demonstrated by Centuri in a written certification to the Administrative Agent), (B) any such request for an increase shall be in a minimum amount of $10,000,000 5,000,000 (or such lower C$5,000,000) for any Incremental Term Loan and $5,000,000 for any Incremental Revolving Credit Facility Increase or, if less, the remaining amount that represents all remaining availability permitted pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may foregoing clause (A) take the form and (C) no Lender will be required or otherwise obligated to provide any portion of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Incremental Increase. Incremental Term Loans may be made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant US Borrowers in Dollars or to the Incremental Term Loan Increase shall (i) be treated Canadian Borrowers in Canadian Dollars. Unless the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to applicable Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increases or Incremental Equivalent Indebtedness would be permitted under clause (A)(2) above on the applicable date of incurrence, such Incremental Increases or Incremental Equivalent Indebtedness (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (A)(2) above prior to the utilization of any amount available under clause (A)(1) above.

Request for Increase. The Borrower may request that Provided there exists no Default, upon notice to the Administrative Agent (x) add one or more additional which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Aggregate Commitments (such term loans under to be deemed to include, for this Section 2.14 (eachpurpose, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “New Term Loan Increase” andFacility (as defined below) as if the amendment described in subsection (c)(ii) below had been effectuated) by an amount for all such requests not exceeding $110,000,000, together with each Additional Incremental Tranche, which such increase may be composed of an increase in the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Aggregate Revolving Credit Commitments and/or the creation of a new term loan tranche under this Section 2.14 Agreement (each, a the “Revolving Credit Commitment Increase” and, together with the Incremental New Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit ExtensionsFacility”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 25,000,000, (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (zii) the Borrower may make a maximum of five (5) two such requests during (the term second of this Agreement; which may increase either the New Term Loan Facility or the Aggregate Revolving Credit Commitments, in the event that the first such request results in the creation of the New Term Loan Facility), (iiiii) no Default such increase shall increase the Letter of Credit – BA Sublimit or Event of Default shall have occurred and be continuing or would occur the Swing Line Sublimit, (iv) after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and increase, in the case event that any Indebtedness that is subordinated to the Obligations is outstanding at such time, the Aggregate Commitments (as if fully drawn) shall constitute “Permitted Debt” or “Designated Senior Debt” or such other similar term as makes clear that the entire amount thereof, as increased, is senior on the same terms, including the same relative rights and priorities, to any such subordinated Indebtedness as the Aggregate Commitments prior to such increase. At the time of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodsending such notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase by, and be subject to, specify the Yield Differential time period within which each Lender is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders).

Request for Increase. The Borrower may Company may, from time to time, request that by notice to the Administrative Agent (xi) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and”), together with (ii) an increase in the Incremental Term A US Facility (each, a “Term A US Loan Increase”; each Revolving Credit Increase and Term A US Loan Increase, an “Incremental Facility”), or (iii) one or more term loan tranches to be made available to the Company or (to the extent and on conditions (including, as applicable, satisfaction of KYC requirements) agreed by the Lenders providing such term loan tranche) a wholly-owned direct or indirect Restricted Subsidiary of the Company (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term A US Loan Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the principal amount for all such Incremental Increases, together with the aggregate principal amount of all Incremental Credit Extensions Equivalent Debt incurred pursuant to this Section 2.14 7.02(r), shall not exceed the lesser of Maximum Increase Amount; (Aii) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 50,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Section); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date (A) increase the Letter of Credit Commitment of any L/C Issuer without the consent of such L/C Issuer, (B) increase the Financial Letter of Credit Sublimit without the consent of each L/C Issuer, (C) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (D) increase the Designated Borrower Sublimit without the consent of the Required Revolving Lenders, or (E) increase the Alternative Currency Sublimit without the consent of the Required Revolving Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term A US Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A US Facility; provided that, at the option of the Company, (x) up to $200,000,000 of principal amount of Incremental Term Loans and Incremental Equivalent Debt, in the case of additional Term Loans made pursuant to this Section 2.14 shall aggregate, may have a Weighted Average Life maturity date earlier than, and a weighted average life to Maturity no maturity shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the then existing Term Loans made under Section 2.01; A US Facility and (y) this clause (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable shall not apply to any such Permitted Bridge Indebtedness; (v) each Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) Term Loan shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take rank pari passu or junior in right of payment, prepayment, voting and/or security with the form Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan, and except for the addition of original issue discount an “excess cash flow” prepayment solely for the benefit of any Incremental Term Loan (“OID”and any subsequent Incremental Term Loan) or upfront feesas provided below) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary prepayment, with such OID or upfront fees being equated standstill and other provisions reasonably acceptable to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based the Company, and shall only share in applicable mandatory prepayments on an assumed four-year average life a junior basis to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the or Incremental Term Loans incurred pursuant to each Incremental Credit Extension shall in no event rank that are senior in right of payment and/or security to such Incremental Term Loans) and with respect to (B) shall have an Applicable Rate or pricing grid as determined by the Collateral than the Loans under the existing Facilities; (vii) the Lenders providing such Incremental Term Loans incurred pursuant to and the Incremental Term Loan Increase shall ​ ​ Company; (iviivi) be treated in the same manner except as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with respect the terms and conditions applicable to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 A US Facility, shall be reasonably satisfactory to the Administrative AgentAgent (it being understood for the avoidance of doubt that, any Incremental Term Loan may add “most favored nation” pricing protection with respect to future Incremental Term Loans, any mandatory prepayments, which, other than an “excess cash flow” mandatory prepayment, shall be shared no more than ratably with the Term A US Loans, maturity and weighted-average life limitations for other Incremental Term Loans and other customary provisions, as agreed by the Company and the Lenders providing such Incremental Term Loan); and (viiivii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment voting and/or security, shall be secured and guaranteed pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder. For the avoidance of doubt, any Incremental Increase that is secured by the Collateral shall be unsecured upon the occurrence of a Collateral Release Event.

Request for Increase. The Borrower may request Provided that no Default or Event of Default exists or would result therefrom (or, in the case of any Incremental Term Facility, the proceeds of which will be used to finance a Limited Condition Acquisition, provided that no Default or Event of Default under Section 9.01(a), (f) or (g) exists or would result therefrom), upon at least ten (10) Business Days’ (or such shorter period agreed to by the Administrative Agent in its sole discretion) notice to the Administrative Agent (xwhich shall promptly notify the Lenders), the Company may from time to time prior to the Maturity Date, request (A) add one or more additional new tranches of term loans under this Section 2.14 loan facilities (eachany such new tranche, an “Additional Incremental TrancheTerm Facility”) and/or increase , any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the then effective aggregate principal amount commitments in respect of the Incremental Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental TrancheLoans, the “Incremental Term Loan IncreaseCommitments”), ) and/or (yB) an increase in the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (eachany such increased Revolving Commitments, a an “Additional Revolving Credit Commitment IncreaseCommitment” andand any loans made in respect thereof, together “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loan IncreaseLoans, collectively, the “Incremental Increases” Loans”; and the incurrence of Additional Revolving Commitments, collectively with any Incremental TranchesTerm Commitments, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as the “Incremental Credit ExtensionsCommitments”); provided that: , in the case of all Incremental Commitments, in aggregate total principal amount not to exceed (i1) the sum of (x) $300,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) above plus (z) all voluntary prepayments of any then-existing Incremental Term Facility and commitment reductions under the Revolving Credit Facility, as applicable, prior to the date of such incurrence, but not to exceed $300,000,000 in the aggregate principal amount of all Incremental Credit Extensions pursuant to under this Section 2.14 shall not exceed the lesser of clause (A1), plus (2) $50,000,000 and (B) an amount such that, additional amounts so long as after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases thereto (and assuming the full utilization thereof) does not exceed the lesser of (1Commitments are fully drawn) the maximum Consolidated Total Lease Adjusted Senior Secured Net Leverage Ratio permitted pursuant is not greater than 3.50 to Section 7.11(a1.00; provided that (i) at any such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant request for an Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase Term Facility shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; 25,000,000); (ii) no Default or Event any such request for an Additional Revolving Commitment shall be in a minimum amount of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; $5,000,000; (iii) the Term Loans Incremental Commitments shall be provided by one or more Eligible Assignees acceptable to the Company; and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 no Lender shall be used required to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right provide any or all of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentCommitments.

Request for Increase. The Provided there exists no Default, upon notice to the Administrative Agent, the Borrower may from time to time, request that the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of in the Revolving Credit Commitments under this Facility by an amount (for all such requests after the Amendment No. 5 Effective Date) not exceeding $150,000,000 (less the amount of an increase in the Term Facility pursuant to Section 2.14 (each2.16 but only to the extent such increase in the Term Facility did not meet the Increase Incurrence Test at the time incurred) plus an additional amount if, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and after giving pro forma effect to the incurrence of Additional Incremental Tranchessuch additional amount, Term Loan Increases the Consolidated Senior Secured Leverage Ratio is equal to or less than 2.75:1.00 (and assuming all such additional amounts were secured, whether or not so secured and calculated as if any incremental Revolving Credit Commitment Increases shall hereinafter be referred Facility being initially provided on any date of determination in reliance on the Consolidated Senior Secured Leverage Ratio (as opposed to as “Incremental Credit Extensions”)the $150,000,000 basket) were fully drawn on such date)Increase Incurrence Test is met; provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably all new Revolving Credit Commitments shall be on the same terms as the existing Revolving Credit Commitments except that such new Revolving Credit Commitments may have pricing that is greater than the pricing for the existing Revolving Credit Commitments (not taking into consideration customary arrangement, structuring, underwriting, commitment, upfront or similar fees payable in connection with such new Revolving Credit Commitments or in connection with any prepayments prior syndication of the Revolving Credit Commitments in effect on the Closing Date). In the event that such pricing of the new Revolving Credit Commitments is greater than the existing Revolving Credit Commitments, then the pricing of the existing Term Loans; and (viii) all other terms and conditions with respect Revolving Credit Commitments shall be increased to the Term Loans and /or extent necessary so that such pricing is equal to the pricing of the new Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentCommitments.

Request for Increase. The Borrower may request that Upon notice (an “Increase Request”) to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 which shall promptly notify the Lenders), the Borrower may, without the consent of any Lender, from time to time request an increase in the Commitments (each, any such increase an “Additional Incremental TrancheCommitment”) and/or increase in aggregate principal amount, which when added to the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional other Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect prior to such Incremental Increases (and assuming the full utilization thereof) request does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) Maximum Incremental Amount at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant time; provided that any such request for an Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase Commitment shall be in a minimum amount equal to the lesser of (x) $10,000,000 25,000,000 and (or y) the remaining Maximum Incremental Amount at such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 time; provided, further, if Incremental Commitments in excess thereofof the Maximum Incremental Amount are provided hereunder prior to the Initial Funding Date, then, to the extent elected by each Initial Lender (in its sole discretion), the outstanding Commitments of each such electing Initial Lender shall be reduced on a pro rata basis according to the Total Commitments of such electing Initial Lenders by an amount equal to the lesser of (x) such excess and (zy) the Borrower may make a maximum aggregate amount of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity Commitments of the then existing Term Loans made under Section 2.01; Initial Lenders that have elected to reduce (iv) if at any time during the Adjustment Periodsuch amount, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate“Total Reduction Amount”), applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in no Initial Lender shall be required to reduce its Commitments by more than it elects and the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination outstanding Commitments of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of electing Initial Lender may be reduced on a greater than pro rata basis to utilize any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments remaining portion of the existing Term Loans; and (viii) all Total Reduction Amount not utilized by any other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentInitial Lenders.

Request for Increase. The Borrower may request that At any time prior to the Administrative Agent then applicable Maturity Date, the Borrowers shall have the right to increase the aggregate amount of the Facilities to an amount not exceeding $2,750,000,000 by requesting an increase in the Aggregate Revolving Commitments (x) add each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the CAD Term Facility (each such increase, an “Incremental CAD Term Increase”), or adding one or more additional new (or increasing existing) tranches of term loans under this Section 2.14 (each, each an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Facility and each Incremental Revolving Increase, the “Incremental Increases” Term A-1 Increase and the incurrence of Additional Incremental Tranches, CAD Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 no Default has occurred and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increaseis continuing, (yii) the aggregate principal amount of any Incremental Increase shall each increase must be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 5,000,000 in excess thereofthereof (or such other amounts as are agreed to by the Parent Borrower and the Administrative Agent), (iii) except in the case of a newly established Incremental Term Loan Facility, each such Incremental Facility (including any existing Incremental Term Loan Facility) shall be on the same terms as the Facility being increased, (iv) all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility; provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such new Incremental Term Loan Facility (including currency options) shall be on terms reasonably acceptable to the Administrative Agent and (v) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. The Borrowers may approach any Lender or any Person that meets the requirements to be an Eligible Assignee to provide all or a portion of an Incremental Facility; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Revolving Lender without the written consent of the Administrative Agent and the Letter of Credit Issuers, in each case, if required pursuant to Section 10.06(b) and (z) the Borrower may make Borrowers shall not be obligated to offer any existing Lender the opportunity to provide any portion of a maximum requested increase. At the time of five sending such notice, the Borrowers (5in consultation with the Administrative Agent) such requests during shall specify the term of this Agreement; (ii) no Default or Event of Default shall have occurred Lenders and other Persons to be continuing or would occur after giving effect to such Incremental Increase approached and the application of proceeds therefrom; time period within which each such Lender and other Person is requested to respond (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentsuch Lender or Person).

Request for Increase. The Borrower Borrowers may from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and”) or (y) one or more term loan tranches (each, together with the an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the principal amount for all such Incremental Increases in the aggregate principal amount of all since the Closing Date (including the then requested Incremental Credit Extensions pursuant to this Section 2.14 Increase) shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental IncreaseAvailable Increase Amount, (yii) the aggregate principal amount of any such request for an Incremental Increase shall be in a minimum amount of $10,000,000 75,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14) and in integral multiples of $2,000,000 in excess thereofSection), and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and aggregate principal amount of all Revolving Credit Loans made under this Section 2.14 Increases (including the then requested Revolving Credit Increase) shall have a maturity date not exceed $300,000,000, (iv) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer, (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Maximum Foreign Borrower Sublimit by more than two-thirds of the amount of such Revolving Credit Increase, or (D) increase the Foreign Borrower Sublimit of any Foreign Borrower, (v) no Incremental Term Loan shall mature earlier than the Maturity Date for the Revolving Credit Facility, and in (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the case Guaranties and the Security Instruments on a pari passu basis with the other Obligations hereunder. For the avoidance of additional doubt, the parties agree and acknowledge that the Term Loans made A-1 Facility constitutes an Incremental Term Loan effectuated pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity 2.16 as of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase byFirst Amendment Closing Date, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments constitutes usage of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentAvailable Increase Amount.

Request for Increase. The Borrower Borrowers may from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase in the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Aggregate Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and”) or (y) one or more term loan tranches (each, together with the an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the principal amount for all such Incremental Increases in the aggregate principal amount of all since the Closing Date (including the then requested Incremental Credit Extensions pursuant to this Section 2.14 Increase) shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental IncreaseAvailable Increase Amount, (yii) the aggregate principal amount of any such request for an Incremental Increase shall be in a minimum amount of $10,000,000 75,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14) and in integral multiples of $2,000,000 in excess thereofSection), and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and aggregate principal amount of all Revolving Credit Loans made under this Section 2.14 Increases (including the then requested Revolving Credit Increase) shall have a maturity date not exceed $300,000,000, (iv) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer, (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Maximum Foreign Borrower Sublimit by more than two-thirds of the amount of such Revolving Credit Increase, or (D) increase the Foreign Borrower Sublimit of any Foreign Borrower, (v) no Incremental Term Loan shall mature earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase byDate, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension Increase shall in no event rank senior in right of payment constitute Obligations hereunder and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred shall be guaranteed and secured pursuant to the Incremental Term Loan Increase shall (i) be treated in Guaranties and the same manner as Security Instruments on a pari passu basis with the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentObligations hereunder.

Request for Increase. The Borrower may request that At any time after the Closing Date, upon written notice to the Administrative Agent Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request (xi) add one or more incremental term loans, including a borrowing of an additional term loans under this Section 2.14 (eachloan, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of which will be added to the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “tranche of Term Loan Increase” and, together with each Additional Incremental Tranche, the latest maturity date (an “Incremental Term Loan IncreaseLoan”), and/or ) or (yii) increase the then effective aggregate principal amount of one or more increases in the Revolving Credit Commitments under this Section 2.14 (each, a an “Incremental Revolving Credit Commitment Facility Increase” and, together with the initial principal amount of the Incremental Term Loan IncreaseLoans, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (xA) the aggregate principal amount of for all such Incremental Credit Extensions pursuant to this Section 2.14 Increases and Incremental Equivalent Indebtedness incurred after the Closing Date shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser sum of (1) the maximum greater of $300,000,000 and Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and EBITDA as of the last day of the most recently ended Fiscal Quarter prior four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (b) and 8.2(a) plus (2) an amount which, after giving pro forma effect to such proposed Incremental IncreaseIncrease and/or Incremental Equivalent Indebtedness (assuming that the entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (yb) and 8.2(a) (or in the aggregate principal amount case of any Incremental Increase Term Loan, the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, as of the LCA Test Date), to exceed 4.00 to 1.00 (in each case, as demonstrated by Centuri in a written certification to the Administrative Agent), (B) any such request for an increase shall be in a minimum amount of $10,000,000 5,000,000 (or such lower C$5,000,000) for any IncrementalTerm Loan and $5,000,000 for any Incremental Revolving Credit Facility Increase or, if less, the remaining amount that represents all remaining availability permitted pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may foregoing clause (A) take the form and (C) no Lender will be required or otherwise obligated to provide any portion of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Incremental Increase. Incremental Term Loans may be made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant US Borrowers in Dollars or to the Incremental Term Loan Increase shall (i) be treated Canadian Borrowers in Canadian Dollars. Unless the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to applicable Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increases or Incremental Equivalent Indebtedness would be permitted under clause (A)(2) above on the applicable date of incurrence, such Incremental Increases or Incremental Equivalent Indebtedness (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (A)(2) above prior to the utilization of any amount available under clause (A)(1) above.

Request for Increase. The Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the aggregate Revolving Commitments, the Tranche A Term Loan and the Tranche A-1 Term Loan, which increase shall be allocated (i) 75% of any such increase to an increase, on a pro rata basis, of the Tranche A Term Loan and the Revolving Commitments; provided however, that such 75% amount shall be fully allocated to the Tranche A Term Loan in the event and to the extent that the Administrative Agent (xcondition set forth in Section 4.02(d) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together hereof cannot be satisfied with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of respect to the Revolving Credit Commitments under Extension of such increase in the Revolving Commitments, and (ii) 25% of any such increase to an increase of the Tranche A-1 Term Loan; provided however, that 100% of any such increase shall be allocated to an increase of the Tranche A-1 Term Loan in the event and to the extent that the condition set forth below in clause (y)(i) of this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together 2.14(a) cannot be satisfied with respect to any increase to the Incremental Tranche A Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental TranchesRevolving Commitments, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred by an aggregate amount not to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (Ax) $50,000,000 110,000,000 and (By) an (i) with respect to any increase in the Revolving Commitments and Tranche A Term Loan, such amount such thatthat would, immediately after giving pro forma effect to the incurrence thereof, cause the Consolidated First Lien Leverage Ratio, as calculated without giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date then outstanding principal amount of the relevant Incremental Credit Extension under this Section 2.14 Tranche A-1 Term Loan and as of the last day of the most recently ended Fiscal Quarter prior of the Borrower for which financial statements are required to have been delivered to the Agent hereunder, to exceed 2.80:1.00, and (ii) with respect to any increase of the Tranche A-1 Term Loan, such proposed Incremental Increaseamount that would, immediately after giving pro forma effect to the incurrence thereof, cause the Consolidated First Lien Leverage Ratio, as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements are required to have been delivered to the Agent hereunder, to exceed (x) with respect to any increase, the proceeds of which will be used solely to finance a Permitted Acquisition, 3.00:1.00 and (y) the aggregate principal amount of with respect to any Incremental Increase other increase, 2.90:1.00; provided that (A) any such request for an increase shall be in a minimum amount increments of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof25,000,000, and (zB) the Borrower may make a maximum of five (5) three such requests during requests. At the term time of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to sending such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodnotice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Agent) shall automatically increase by, and be subject to, specify the Yield Differential time period within which each Lender is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders).

Request for Increase. The Provided there exists no Event of Default, and no Event of Default would be caused thereby, upon notice to the Agent and the Lenders, the Borrower may request that the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as Closing Date and from time to time thereafter prior to the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) Revolving Credit Maturity Date request an increase the then effective aggregate principal amount of in the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such thatso long as, after giving effect to each Incremental Credit Extensionthereto, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) Revolving Credit Commitment does not exceed the lesser of (1i) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00$650,000,000, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and $650,000,000 less the application of proceeds therefrom; (iii) amount by which the Term Loans and Total Revolving Credit Loans made under this Commitment has previously been reduced in accordance with Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by2.13 hereof, and be subject to, the Yield Differential (it being understood that no such increase shall result in any increase in the weighted average interest rates Letter of Credit Sublimit or the Swingline Sublimit. The Agent may arrange for any such increase to be provided by one or more Lenders (A) take the form of original issue discount (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “OIDIncreasing Lender”) or upfront feesby one or more new banks, with such OID financial institutions or upfront fees being equated to such interest margins in a manner reasonably determined other entities suggested by the Administrative Agent or the Borrower (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the case may be (and if requested by the Borrower, the Agent shall bring in an Augmenting Lender reasonably acceptable to the Agent and consistent with generally accepted financial practice based on an assumed four-year average life the Borrower); provided that each Augmenting Lender shall be subject to maturity the reasonable approval of the Agent and the Borrower, and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Agent to either become a party to this Agreement or lesser remaining life to maturity or (B) be accomplished by reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a combination of notice requesting an increase in the weighted average interest ratesRevolving Credit Commitments, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 Agent shall be used specify the time period within which each Lender is requested to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension respond which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; Lenders (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent“Notice Period”).

Request for Increase. The Borrower may request that Provided there exists no Default, upon notice to the Administrative Agent (xwhich shall promptly notify the Term Lenders), the Borrower may from time to time, request an increase in the Term Facility by an amount (for all such requests) add one or more additional term loans under this Section 2.14 not exceeding $125,000,000 (each, an “Additional Incremental Tranche”) and/or increase less the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) an increase the then effective aggregate principal amount of in the Revolving Credit Commitments under this Facility pursuant to Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”2.15); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 10,000,000, (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (zii) the Borrower may make a maximum of five (5less the amount of any requests to increase the Revolving Credit Facility pursuant to Section 2.15) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred requests, and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the any new Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than be on the Maturity Date and in same terms as the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; except that such new Term Loans may have: (iva) if at any time during pricing that is greater than the Adjustment Period, pricing for the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities existing Term Loans by not more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate 0.50% per annum (with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered determination thereof taking into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that consideration any increase in the weighted average interest rates may (A) take the form of Eurodollar Rate floor or original issue discount (“OID”) or upfront or similar fees, with such OID or upfront fees each of the foregoing being equated to such interest margins pricing in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity maturity, but not taking into consideration customary arrangement, structuring, underwriting, commitment or lesser remaining similar fees) unless the Borrower elects to increase the pricing for the existing Term Loans to the extent necessary so that the pricing for the new Term Loans is not more than 0.50% per annum higher than the pricing for the existing Term Loans, (b) pricing that is lower than the pricing for the existing Term Loans (with any determination thereof taking into consideration any decrease in the Eurodollar Rate floor or original issue discount or upfront or similar fees, with each of the foregoing being equated to such pricing in a manner determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year life to maturity maturity, but not taking into consideration customary arrangement, structuring, underwriting, commitment or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront similar fees); , and (vc) later maturities or less amortization than the proceeds existing Term Loans. At the time of any sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term Loans made under this Section 2.14 shall be used Lender is requested to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; respond (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes delivery of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect such notice to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders).

Request for Increase. The Borrower may request that At any time after the Closing Date and prior to the Maturity Date, upon written notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (eachby the Borrower, the Borrower shall have the right to request an “Additional Incremental Tranche”) and/or increase in the then effective aggregate principal amount of the Term Loans under this Section 2.14 on Facility by requesting an increase in any then-existing component of the same terms as the existing Term Loans Facility (a “Term Loan Increase” andeach such increase, together with each Additional Incremental Tranche, the an “Incremental Term Loan Increase”), ) and/or the addition of one or more new pari passu term loan facilities (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a each an “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Facility”; each Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases Facility and Revolving Credit Commitment Increases shall hereinafter be each Incremental Term Loan Increase are collectively referred to as “Incremental Credit ExtensionsIncreases”); provided that: (i) (x) to an amount not exceeding $1,500,000,000 in the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to all such Incremental Increases, in which event the Agent will amend Schedule 1 to reflect the increased share of the Facility of each existing Bank, if any, that has agreed in writing to an Incremental Credit ExtensionIncrease and to add any third party financial institution that may have become a party to, and a “Bank” under, this Agreement in connection with an Incremental Increase and the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis Commitment Percentages of each Bank after giving effect to such Incremental Increases Increase; provided that (and assuming the full utilization thereofi) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any each Incremental Increase shall must be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 5,000,000 in excess thereofthereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), (ii) each Incremental Term Loan Increase shall be on the same terms (including the maturity date) as a then-existing component of the Facility, (iii) the terms and conditions of each Incremental Term Loan Facility shall, subject to clause (ii) of the last paragraph of §28, be on terms agreed to by the Borrower and the Banks providing such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then-existing component of the Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Bank or any Person that meets the requirements to be an Eligible Assignee to provide all or a portion of the requested increase; provided that (x) any Bank offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Bank unless all requisite consents, if any, required under §20.1 shall have been obtained and (z) the Borrower may make conditions to the making of a maximum of five (5) such requests during Loan set forth in §13 shall be satisfied or waived. Neither the term of this Agreement; (ii) no Default or Event of Default Arrangers nor the Administrative Agent shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to responsibility for arranging any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentwithout their prior written consent.

Request for Increase. The Borrower may request Provided that no Default or Event of Default exists or would result therefrom (or, in the case of any Incremental Term Facility, the proceeds of which will be used to finance a Limited Condition Acquisition, provided that no Default or Event of Default under Section 9.01(a), (f) or (g) exists or would result therefrom), upon at least ten (10) Business Days’ (or such shorter period agreed to by the Administrative Agent in its sole discretion) notice to the Administrative Agent (xwhich shall promptly notify the Lenders), the Company may from time to time prior to the Maturity Date, request (A) add one or more additional new tranches of term loans under this Section 2.14 loan facilities (eachany such new tranche, an “Additional Incremental TrancheTerm Facility”) and/or increase , any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the then effective aggregate principal amount commitments in respect of the Incremental Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental TrancheLoans, the “Incremental Term Loan IncreaseCommitments”), ) and/or (yB) an increase in the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (eachany such increased Revolving Commitments, a an “Additional Revolving Credit Commitment IncreaseCommitment” andand any loans made in respect thereof, together “Additional Revolving Loans”; the Additional Revolving Loans with the Incremental Term Loan IncreaseLoans, collectively, the “Incremental Increases” Loans”; and the incurrence of Additional Revolving Commitments, collectively with any Incremental TranchesTerm Commitments, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as the “Incremental Credit ExtensionsCommitments”); provided that: , in the case of all Incremental Commitments, in aggregate total principal amount not to exceed (iA) the sum of (x) $100,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) above plus (z) all voluntary prepayments of any then existing Incremental Term Facility and commitment reductions under the Revolving Credit Facility, as applicable, prior to the date of such incurrence, but not to exceed $100,000,000 in the aggregate principal amount of all Incremental Credit Extensions pursuant to under this Section 2.14 shall not exceed the lesser of clause (A) $50,000,000 and ), plus (B) an amount such that, additional amounts so long as after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases thereto (and assuming the full utilization thereof) does not exceed the lesser of (1Commitments are fully drawn) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant is not greater than 3.50 to Section 7.11(a1.0; provided that (i) at any such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant request for an Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase Term Facility shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; 25,000,000); (ii) no Default any such request for an Additional Revolving Commitment shall be in a minimum amount of $5,000,000; (ii) the Incremental Commitments shall be provided by one or Event of Default shall have occurred more Eligible Assignees acceptable to the Company; and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 no Lender shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant be required to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity provide any or all of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentCommitments.

Request for Increase. The Upon written notice to the Administrative Agent, the Parent Borrower may from time to time, request that an increase in the Administrative Agent aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (x) add one or more additional term loans under this Section 2.14 (eacheach such increase, an “Additional Incremental TrancheRevolving Increase”), requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or increase the then effective aggregate principal amount or establishing a new (or increasing an existing) tranche of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans pari passu term facility (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the an “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Facility, Incremental Revolving Increase, the “and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (25,000,000 or any lesser amount if such lower amount that represents all remaining availability pursuant to this Section 2.14) under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and in integral multiples of $2,000,000 in excess thereofthe Administrative Agent may agree, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date of any Incremental Revolving Increase shall be no earlier than the Revolver Maturity Date in effect at such time and the maturity date of any Incremental Term Increase and any Incremental Term Loan Facility shall be no earlier than the Term Loan Maturity Date in effect at such time, (iii) except in the case of additional an Incremental Term Loans made pursuant to this Section 2.14 Loan Facility, each such Incremental Facility shall have a Weighted Average Life to Maturity no shorter than be on the remaining Weighted Average Life to Maturity of same terms as the then existing Term Loans made under Section 2.01; Facility being increased, and (iv) if at any the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time during the Adjustment Periodof sending such notice, the Parent Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase byspecify the time period within which each Revolving Lender or Term Lender, and be subject toas applicable, the Yield Differential is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentapplicable Lenders).

Request for Increase. The Provided there exists no Default, upon notice to the Administrative Agent, the Borrower may from time to time, request that the Administrative Agent (x) add establishment of one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase new commitments which may be in the then effective aggregate principal amount of the same Facility as any outstanding Term Loans under this Section 2.14 on the same terms as the of an existing Class of Term Loans (a “Term Loan Increase” and”) or a new Class of Term Loans (collectively, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental any Term Loan Increase, the “Incremental Increases” and Term Commitments”) in an aggregate principal amount (for all such requests after the Amendment No. 6 Effective Date) not exceeding (w) $150,000,000 (the “Incremental Base Amount”) minus the aggregate outstanding principal amount of Incremental Equivalent Debt incurred pursuant to Section 7.02(l)(i) plus (x) voluntary prepayments of the Term Loans (other than prepayments funded with the proceeds of long-term Indebtedness) pursuant to Section 2.04(a)(i) made on or prior to the date of determination minus the aggregate outstanding principal amount of Incremental Equivalent Debt incurred pursuant to Section 7.02(l)(ii) plus (y) an additional amount if, after giving pro forma effect to the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal such additional amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior period of four consecutive fiscal quarters for which financial statements have been or are required to such proposed Incremental Increasebe delivered pursuant to Section 6.01(a) or (b), (y) the aggregate principal amount of as if any Incremental Term Loans available under such Incremental Term Commitments and any other applicable debt had been outstanding on the last day of such period, the Consolidated Senior Secured Leverage Ratio is equal to or less than the Increase Incurrence Test; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 (or such lower lesser amount that represents all remaining availability pursuant to this Section 2.14as (x) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined approved by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (By) be accomplished by a combination of an increase in shall constitute the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to difference between the Incremental Base Amount and the aggregate amount of all such Incremental Term Loan Increase shall (iCommitments and all Incremental Equivalent Debt incurred under Section 7.02(l)(i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and obtained on or prior to such date) and (ii) share ratably in any prepayments new Term Loans may be part of the existing Term Loans; and (viii) all other terms and conditions with respect to the same or a different Class of Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentunder any Term Facility.

Request for Increase. The Borrower Upon notice to the Administrative Agent, at any time after the Effective Date, the Company may request that the Administrative Agent (x) add one or more additional term loans under this Section 2.14 Commitments (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan IncreaseCommitment” and, together with each Additional Incremental Tranchecollectively, the “Incremental Term Loan IncreaseCommitments”); provided that (i) after giving effect to any such addition, and/or (y) increase the aggregate amount of Incremental Commitments that have been added pursuant to this Section 2.15 after the Effective Date shall not exceed $400,000,000 minus the amount, if any, of the then effective outstanding or committed Indebtedness permitted by Section 7.03(k), and (ii) any such addition shall be in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as may be acceptable to the Administrative Agent or shall represent all remaining availability under this Section 2.15). Incremental Commitments may be provided, at the option of the Company, by (i) increasing the aggregate Revolving Credit Commitments under this Section 2.14 with the same terms (including pricing) as the existing Revolving Credit Facility (each, a “Revolving Credit Commitment Facility Increase” and”) or (ii) creating a new tranche of term loans, together with including an additional tranche of term loans the principal amount of which will be added to the outstanding principal amount of either Term Loan Facility (each, an “Incremental Term Loan IncreaseFacility”; and each term loan thereunder, the an “Incremental Increases” Term Loan”; and the incurrence of Additional each Revolving Credit Facility Increase and Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter Facility may also be referred to herein as an “Incremental Credit ExtensionsIncrease”); provided that: (i) (x) the aggregate principal amount of all Incremental that no Revolving Credit Extensions pursuant to this Section 2.14 Facility Increase shall not exceed the lesser of (A) $50,000,000 and increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) an amount such that, after giving effect to each Incremental increase the Letter of Credit Extension, Sublimit without the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date consent of the relevant Incremental Credit Extension under this Section 2.14 and as L/C Issuers or (C) increase the Alternative Currency Sublimit without the consent of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Required Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders.

Request for Increase. The Borrower may request that Subject to the terms and conditions set forth herein, after the Closing Date, and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (eachwhich shall promptly notify the Lenders), the Borrower may from time to time, request that an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of in the Term Loans Commitments under this Section 2.14 on the same terms as the existing Term Loans a new term facility (each a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Commitment Increase”), and/or (y) increase be made available to the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”)Borrower; provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount any such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Term Commitment Increase shall be in a minimum amount of $10,000,000 (5,000,000 or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples increments of $2,000,000 1,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) the Scheduled Maturity Date of any such Term Commitment Increase shall be no Default or Event earlier than the Scheduled Maturity Date of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Facility, (iii) the incremental term loans (each an “Incremental Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans Loan”) made pursuant to this Section 2.14 a Term Commitment Increase shall have a Weighted Average Life to Maturity no shorter than be under the remaining Weighted Average Life to Maturity of same terms and covenants as the then existing other Term Loans made under Section 2.01; extended hereunder, (iv) if at any time during the Adjustment Period, proceeds of such Incremental Term Loans shall be used solely to fund the consideration payable by the Borrower requests any in connection with one or more Permitted Acquisitions that are Approved Acquisitions (or, in respect of Incremental Credit Extension Term Loans constituting Permitted Incremental Junior Capex Indebtedness, Approved Expansion Capital Expenditures) and if (v) the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any aggregate amount of such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest ratesTerm Loans, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) plus all previous Term Commitment Increases shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may not exceed (A) take the form of original issue discount (“OID”) or upfront fees$75,000,000, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by if at the time of incurrence of such loans and the consummation of such Permitted Acquisition, the Total Leverage Ratio (on a combination of an increase in the weighted average interest ratesPro Forma Basis) is less than 5.25:1.00, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent$100,000,000.

Request for Increase. The Borrower may request that At any time after the Closing Date, upon written notice to the Administrative Agent Agent, the Borrower may, from time to time, request (xi) add one or more additional incremental term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan IncreaseLoan”), and/or ) or (yii) increase the then effective aggregate principal amount of one or more increases in the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Facility Increase” and, together with the initial principal amount of the Incremental Term Loan IncreaseLoans, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (iA) the aggregate principal amount for all such Incremental Increases shall not exceed the sum of (x1) $75,000,000 plus (2) an amount which, after giving pro forma effect to such Incremental Increase (assuming that the entire Incremental Increase is funded on the effective date thereof and after giving effect to the use of proceeds thereof) pursuant to this clause (2), would not cause the Consolidated Secured Leverage Ratio, as of the most recently completed Reference Period, to exceed 3.75 to 1.00 (in each case, as demonstrated by the Borrower in a written certification to the Administrative Agent)(together with the aggregate principal amount of all Incremental Credit Extensions pursuant Equivalent Indebtedness issued prior to this Section 2.14 such date) shall not exceed the lesser of (A) $50,000,000 and Incremental Facilities Limit, (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (or such lower for any Incremental Term Loan and $10,000,000 for any Revolving Credit Facility Increase or, if less, the remaining amount that represents all remaining availability permitted pursuant to this Section 2.14the foregoing clause (A) and in integral multiples of $2,000,000 in excess thereof, and (zC) the Borrower may make a maximum of no more than five (5) such requests Incremental Increases shall be permitted to be requested during the term of this Agreement; . Unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increase would be permitted to be incurred under clause (iiA)(2) no Default or Event above on the applicable date of Default shall have occurred and be continuing or would occur after giving effect to determination, such Incremental Increase and (or the application of proceeds therefrom; relevant portion thereof) shall be deemed to have been incurred in reliance on clause (iiiA)(2) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect above prior to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds utilization of any Term Loans made amount available under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; clause (viA)(1) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentabove.

Request for Increase. The Borrower may request that Provided there exists no Default, upon written notice to the Administrative Agent Agent, the Borrower, may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (xeach such increase, an “Incremental Revolving Increase”) add and/or the addition of one or more additional new pari passu tranches of 73 1" = "1" "US 170437103" "" US 170437103 term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” andFacility”), together with and/or an increase in any then existing Incremental Term Loan Facility (each Additional Incremental Tranchesuch increase, the an “Incremental Term Loan Increase”); each Incremental Revolving Increase, and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Facility and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (10,000,000, or such lower lesser amount that represents all remaining availability pursuant agreed to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) by the Borrower may make a maximum of five (5) such requests during and the term of this Agreement; Administrative Agent and (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and except in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the newly established Incremental Term Loan Increase Facility, all Incremental Revolving Increases and Incremental Term Loan Increases shall (i) be treated in on the same manner terms as the existing Facility being increased and all incremental commitments and loans provided as part of a newly established Incremental Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 Loan Facility shall be on terms agreed to by the Borrower and the Lenders providing such Incremental Term Loan Facility; provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such new Incremental Term Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent.

Request for Increase. The Borrower may may, from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and”), together with (y) one or more increases in the Term A Facility or Term B Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the aggregate principal amount of for all such Incremental Credit Extensions pursuant to this Section 2.14 Increases shall not exceed the lesser of $100,000,000; (Aii) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Section); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the latest Term Loan Maturity Date and then in the case of additional Term Loans made pursuant to this Section 2.14 shall effect or have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser than the remaining weighted average life to maturity of the Term A Facility or Term B Facility (based on the determination of the Administrative Agent, in consultation with the Borrower, of whether such Incremental Term Facility is a “term A” or a “term B” facility); (v) if the All-In Yield of any Incremental Term Loan exceeds (A) the All-In Yield for the Term A Facility by more than 0.50%, then the Applicable Rate for the Term A Facility shall be increased (at each level on the pricing grid set forth in the definition of Applicable Rate) so that the All-In Yield in respect of the Term A Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50% and/or (B) the All-In Yield for the Term B Facility by more than 0.50%, then the Applicable Rate for the Term B Facility shall be accomplished by a combination increased (which increase shall be to cash-pay interest, and not Additional PIK Interest) so that the All-In Yield in respect of an increase in the weighted average interest rates, OID and/or upfront fees); (v) Term B Facility is equal to the proceeds of any All-In Yield for such Incremental Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; minus 0.50%; (vi) the Loans incurred pursuant to each Incremental Credit Extension Term Loan shall in no event (A) rank senior pari passu or junior in right of payment payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan), (B) shall have the same guarantees from the Guarantors and rank pari passu with respect to the Collateral than with the other Facilities and (C) shall have an Applicable Rate or pricing grid (subject to clause (v)) and scheduled amortization (subject to clause (iv)) as determined by the Lenders providing such Incremental Term Loans under and the existing Facilities; Borrower; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner except as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with respect the terms and conditions applicable to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 Facilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the Term Facilities (except to the extent either (A) applicable to all of the other Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

Request for Increase. The Provided there exists no Default, upon notice to the Administrative Agent, the Borrower may from time to time, request that an increase in theeither Term Facility by an amount (for all such requests after November 7, 2012the Amendment No. 5 Effective Date) not exceeding $150,000,000 (less the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of an increase in the Revolving Credit Facility pursuant to Section 2.15 but only to the extent such increase in the Revolving Credit Facility did not meet the Increase Incurrence Test at the time incurred) plus an additional amount if, after giving pro forma effect to the incurrence of such additional amount, the Consolidated Senior Secured Leverage Ratio is equal to or less than 2.75:1.00 (and assuming all such additional amounts were secured, whether or not so secured and calculated as if any incremental Revolving Credit Facility being initially provided on any date of determination in reliance on the Consolidated Senior Secured Leverage Ratio (as opposed to the $150,000,000 basket) were fully drawn on such date)the Increase Incurrence Test; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 and (ii) any new Term Loans may be part of the same or a different tranche of Term Loans under this Section 2.14 either Term Facility and shall be on the same terms as the existing Term Loans under the applicable Term Facility except that such new Term Loans: (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or a) may have: (ya) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount pricing that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier is greater than the Maturity Date and in pricing for the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities Term Facility by not more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate 0.50% per annum (with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered determination thereof taking into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that consideration any increase in the weighted average interest rates may (A) take the form of Eurodollar Rate floor or original issue discount (“OID”) or upfront or similar fees, with such OID or upfront fees each of the foregoing being equated to such interest margins pricing in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity maturity, but not taking into consideration customary arrangement, structuring, underwriting, commitment or lesser remaining life similar fees) unless the Borrower elects to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as pricing for the existing Term Loans under the applicable Term Facility or Term Facilities to the extent necessary so that the pricing for purposes of Section 2.06 and (ii) share ratably in any prepayments of the new Term Loans is not more than 0.50% per annum higher than the pricing for the existing Term Loans; and Loans under such Term Facility, (viiib) all other terms and conditions with respect to may have pricing that is lower than the pricing for the existing Term Loans and /or Revolving Credit Loans made pursuant under any Term Facility (with any determination thereof taking into consideration any decrease in the Eurodollar Rate floor or original issue discount or upfront or similar fees, with each of the foregoing being equated to this Section 2.14 shall be reasonably satisfactory to such pricing in a manner determined by the Administrative AgentAgent and consistent with generally accepted financial practice based on an assumed four-year life to maturity, but not taking into consideration customary arrangement, structuring, underwriting, commitment or similar fees), and (c) may have later maturities or less amortization than the existing Term Loans under any Term Facility.

Request for Increase. The Borrower may request that Provided there exists no Default, upon written notice to the Administrative Agent Agent, the Borrower, may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $750,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (xeach such increase, an “Incremental Revolving Increase”) add and/or the addition of one or more additional new pari passu tranches of term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” andFacility”), together with and/or an increase in any then existing Incremental Term Loan Facility (each Additional Incremental Tranchesuch increase, the an “Incremental Term Loan Increase”); each Incremental Revolving Increase, and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Facility and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (10,000,000, or such lower lesser amount that represents all remaining availability pursuant agreed to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) by the Borrower may make a maximum of five (5) such requests during and the term of this Agreement; Administrative Agent and (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and except in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the newly established Incremental Term Loan Increase Facility, all Incremental Revolving Increases and Incremental Term Loan Increases shall (i) be treated in on the same manner terms as the existing Facility being increased and all incremental commitments and loans provided as part of a newly established Incremental Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 Loan Facility shall be on terms agreed to by the Borrower and the Lenders providing such Incremental Term Loan Facility; provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such new Incremental Term Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent.

Request for Increase. The Borrower may, from time to time (other than during the Relief Period, during which time, notwithstanding anything to the contrary in this Agreement, no increase pursuant to this Section 2.14 may be requested or consummated), request that by written notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the aggregate principal amount of for all Incremental such Revolving Credit Extensions pursuant to this Section 2.14 Increases, in the aggregate, since the Closing Date (including the then requested Revolving Credit Increase) shall not exceed the lesser sum (with utilization being determined by the Borrower subject to the limits provided herein) of (Ax) $50,000,000 and 200,000,000 plus (By) an a principal amount such that, after giving effect to each Incremental such proposed Revolving Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases Increase (and measured assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate entire principal amount of any Incremental proposed Revolving Credit Increase being incurred pursuant to this clause (y) is fully drawn), any repayment of other Indebtedness in connection therewith and any other appropriate pro forma adjustment events, the Senior Secured Leverage Ratio is not greater than 2.00 to 1.00; (ii) any such request shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14Section) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; excluding any requests that are not consummated); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date no earlier than increase the Maturity Date and in Swing Line Sublimit without the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity consent of the then existing Term Loans made under Section 2.01; Swing Line Lender; (iv) if any Revolving Credit Increase may, at any time during the Adjustment Periodrequest of the Borrower, be available for the Borrower requests any Incremental issuance of Letters of Credit Extension within the limits of the L/C Issuer Sublimits; and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 each Revolving Credit Increase shall constitute Obligations hereunder and shall be used to make Permitted Acquisitions, Permitted Joint Ventures guaranteed and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred secured pursuant to the Incremental Term Loan Increase shall (i) be treated in Guaranty, Collateral Agreement and the same manner as other Security Instruments on a pari passu basis with the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentObligations hereunder.

Request for Increase. The Borrower may, from time to time (other than during the Relief Period, during which time, notwithstanding anything to the contrary in this Agreement, no increase pursuant to this Section 2.14 may be requested or consummated), request that by written notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the aggregate principal amount of for all Incremental such Revolving Credit Extensions pursuant to this Section 2.14 Increases, in the aggregate, since the Closing Date (including the then requested Revolving Credit Increase) shall not exceed the lesser sum (with utilization being determined by the Borrower subject to the limits provided herein) of (Ax) $50,000,000 and 200,000,000 plus (By) an a principal amount such that, after giving effect to each Incremental such proposed Revolving Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases Increase (and measured assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate entire principal amount of any Incremental proposed Revolving Credit Increase being incurred pursuant to this clause (y) is fully drawn), any repayment of other Indebtedness in connection therewith and any other appropriate pro forma --98- adjustment events, the Senior Leverage Ratio is not greater than 2.00 to 1.00; (ii) any such request shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14Section) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; excluding any requests that are not consummated); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date no earlier than increase the Maturity Date and in Swing Line Sublimit without the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity consent of the then existing Term Loans made under Section 2.01; Swing Line Lender; (iv) if any Revolving Credit Increase may, at any time during the Adjustment Periodrequest of the Borrower, be available for the Borrower requests any Incremental issuance of Letters of Credit Extension within the limits of the L/C Issuer Sublimits; and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 each Revolving Credit Increase shall constitute Obligations hereunder and shall be used to make Permitted Acquisitions, Permitted Joint Ventures guaranteed and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred secured pursuant to the Incremental Term Loan Increase shall (i) be treated in Guaranty, Collateral Agreement and the same manner as other Security Instruments on a pari passu basis with the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentObligations hereunder.

Request for Increase. The Borrower may from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase in the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Aggregate Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and”) or (y) an increase in the amount of the HTA-1 Term Loans, together with the HTA-2 Term Loans, the 2022 Term Loans, the HR-1 Term Loans, the HR-2 Term Loans, or one or more new term loan tranches (each, an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the principal amount for all such Incremental Increases in the aggregate principal amount of all since the Closing Date (including the then requested Incremental Credit Extensions pursuant to this Section 2.14 Increase) shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase1,000,000,000, (yii) the aggregate principal amount of any such request for an Incremental Increase shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability under this Section), (iii) no Revolving Credit Increase shall increase the L/C Committed Amount without the consent of each L/C Issuer, (iv) no Incremental Term Loan that is a separate tranche shall mature earlier than the latest Termination Date, (v) the terms of each Revolving Credit Increase or Incremental Term Loan that is an increase to an existing tranche of Term Loans shall be identical to those of the Revolving Loans or such applicable Term Loan, as applicable, and (vi) each Incremental Increase (x) shall constitute Obligations hereunder, (y) shall have the same borrower and guarantors as the existing Revolving Loans or existing Term Loans, as applicable, and be guaranteed pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, the Guaranties on a pari passu basis with the other Obligations hereunder and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event will rank senior pari passu in right of payment and with respect to the Collateral than the Loans under security (if any) with the existing Facilities; (vii) the Term Revolving Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent.

Request for Increase. The Borrower may request that After the Initial Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, (x) add one or more additional term loans under this Section 2.14 (each, request an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of in the Term Loans Commitments which may be under this Section 2.14 on the same terms as the a new term facility or may be part of an existing Class of Term Loans Commitments (each a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Commitment Increase”), and/or ) to be made available to the Borrowers and (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”)[reserved]; provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount any such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Term Commitment Increase shall be in a minimum amount of $10,000,000 (5,000,000 or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples increments of $2,000,000 1,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; ; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; [reserved]; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a scheduled maturity date of any such Term Commitment Increase shall be no earlier than the Scheduled Maturity Date and in of the case of additional Term Loans made pursuant to this Section 2.14 shall have a Facility; (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; Facility at the time of the closing of such Term Commitment Increase; (ivv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein solely with respect to any Term Commitment Increase entered into on or prior to the Facilities first anniversary of the Initial Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis pointspoints (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the interest ratesprovided that, Applicable Fee Rate and Applicable Rate in order to comply with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); clause (v) the proceeds Borrowers may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) the terms of any such Commitment Increase shall be substantially consistent with terms and pursuant to documentation applicable to the Term Loans made Facility (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility) (except to the extent permitted under this Section 2.14 shall be used to make Permitted Acquisitionsor otherwise as set forth herein), Permitted Joint Ventures and Capital Expenditures, in each case or as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be otherwise mutually reasonably satisfactory to the Administrative AgentAgent and the Borrowers; (vii) any Commitment Increase may be available in Dollars or any other currency reasonably acceptable to the Administrative Agent and the Lenders providing such Commitment Increase; and (viii) the obligations in respect of any Incremental Term Loans shall not be secured by any Lien on any asset of any Loan Party that does not constitute Collateral. Any Incremental Term Commitments effected through the establishment of one or more new term loan commitments made on an Increase Effective Date that are not fungible for United States federal income tax purposes with an existing Class of Term Loans shall be designated a separate Class of Incremental Term Commitments for all purposes of this Agreement.

Request for Increase. The Borrower may may, from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of increases in the Revolving Credit Commitments under this Section 2.14 Facility (each, a “Revolving Credit Commitment Increase” and”), together with (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the aggregate principal amount of for all such Incremental Credit Extensions pursuant to this Section 2.14 Increases shall not exceed the lesser of $40,000,000; (Aii) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Section); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Term Loan Maturity Date and then in the case of additional Term Loans made pursuant to this Section 2.14 shall effect or have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan), (B) be accomplished by a combination of an increase in shall have the weighted average interest rates, OID and/or upfront fees); (v) same guarantees from the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures Guarantors and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and pari passu with respect to the Collateral than with the Loans under other Facilities and (C) shall have an Applicable Rate or pricing grid and scheduled amortization (subject to clause (iv)) as determined by the existing Facilities; (vii) the Lenders providing such Incremental Term Loans incurred pursuant to and the Incremental Term Loan Increase shall Borrower; (ivi) be treated in the same manner except as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with respect the terms and conditions applicable to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the Term Facility (except to the extent either (A) applicable to all of the other Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

Request for Increase. The Borrower may request that Provided there exists no Default, upon written notice to the Administrative Agent Agent, the Borrower may, at any time and from time to time after the Closing Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $225,000,000 by requesting an increase in the Term Facility (x) add one or more additional term loans under this Section 2.14 (eacheach such increase, an “Additional Incremental TrancheTerm Increase”) and/or increase the then effective aggregate principal amount or establishing a new (or increasing an existing) tranche of the pari passu term facility (each an “Incremental Term Loans under this Section 2.14 Loan Facility”; each Incremental Term Loan Facility and Incremental Term Increase are collectively referred to as “Incremental Facilities”); provided that (i) each Incremental Term Increase shall be on the same terms as the existing Term Loans Facility, (a “Term Loan Increase” and, together with ii) the terms and conditions of each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase Facility will be determined by the then effective aggregate principal amount of Borrower and the Revolving Credit Commitments lenders under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the such Incremental Term Loan IncreaseFacility and consented to by the Administrative Agent, such consent, subject to clause (iii) of the last proviso to Section 10.01, not to be unreasonably withheld, conditioned or delayed, and (iii) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the “Incremental Increases” and Borrower (in consultation with the incurrence Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred delivery of such notice to as “Incremental Credit Extensions”the Lenders); provided that: (i) (x) . Each notice from the aggregate principal amount of all Incremental Credit Extensions Borrower pursuant to this Section 2.14 2.16(a) shall not exceed the lesser of specify (Ai) $50,000,000 and (B) whether it proposes an amount such thatIncremental Term Increase or an Incremental Term Loan Facility, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred if it proposes an Incremental Term Loan Facility, the proposed terms thereof and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans identity of each Lender and Revolving Credit Loans made under this Section 2.14 shall have each Eligible Assignee that it has approached or proposes to approach to provide all or a maturity date no earlier than the Maturity Date and portion of such Incremental Facility (subject in the each case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made any requisite consents required under Section 2.01; (iv) if at any 10.06). At the time during the Adjustment Periodof sending such notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid Administrative Agent) shall specify the time period within which each Lender (if any) applicable identified in such notice is requested to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility respond (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in right such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of payment and with respect such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Collateral than applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the Loans under requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Facilities; (vii) the Term Loans incurred Lender shall become a Lender pursuant to the Incremental Term Loan Increase shall (i) be treated a joinder agreement in the same manner as the existing Term Loans for purposes of Section 2.06 form and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be substance reasonably satisfactory to the Administrative AgentAgent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. The Borrower may request that Upon notice to the Administrative Agent (x) add or the Incremental Arranger, the Borrower may, from time to time, request one or more additional Facilities of term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount or additional term loans of the Term Loans under this Section 2.14 on the same terms Facility as the any existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit ExtensionsLoans”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such thatConsolidated Interest Coverage Ratio, calculated on a pro forma basis, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to incurrence of such Incremental Increases (Term Loans and assuming the full utilization use of proceeds thereof) does , shall not exceed be less than 2.00:1.00 for the lesser most recently completed four consecutive fiscal quarters of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted Borrower for which financial statements have been delivered pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase6.01, (yii) the aggregate principal amount of any Incremental Increase such request for an increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof10,000,000, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the interest rate, maturity and amortization schedule for any new Facility of Incremental Term Loans shall be determined by the Borrower and Revolving Credit Loans made the applicable Lenders under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; such Facility, (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein except with respect to the Facilities by more than 50 basis pointsitems in clauses (iii) and (v) of this Section 2.17(a) and Section 2.17(e) below, then the interest rates, Applicable Fee Rate Incremental Term Loans shall be on terms and Applicable Rate with respect subject to each Facility (conditions and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and documentation to be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent Borrower and the applicable lenders under such Facility; provided that, to the extent such terms and documentation are not consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant (except to the Incremental Term Loan Increase shall extent permitted by clause (iiii) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant or any other covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant or other covenant is (1) also added for the benefit of all existing Loans or (2) only applicable after the Latest Maturity Date), (v) such Incremental Term Loans may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the applicable lenders under such Facility and (vi) the identity of the lenders under such Facility, if such lenders are not a Lender, an Affiliate of a Lender or an Approved Fund as of immediately prior to the execution of the Incremental Facility Amendment, shall be reasonably satisfactory to the Administrative Agent (not to be unreasonably withheld, conditioned or delayed).

Request for Increase. The Borrower may request that may, by notice to the Administrative Facility Agent (xwho shall promptly notify the Lenders), request up to two (2) add increases in the Term Facility Commitments, each of which increases may be drawn in up to two (2) Borrowings, to finance the acquisition of one or more additional term loans under this Section 2.14 vessels owned by one or more Additional Guarantors (eacheach such increase, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit ExtensionsCommitment”); provided that: that (I) the first Incremental Commitment shall be in an aggregate amount not exceeding an amount equal to the lesser of (i) $34,320,000 and (ii) the sum of (x) 50% of the aggregate Fair Market Value of any Additional Vessels to be financed by the first Incremental Commitment plus (y) 55% of the aggregate Fair Market Value of any Additional Young Vessels to be financed by the first Incremental Commitment, and in any case in a maximum borrowed amount of $11,440,000 per Additional Young Vessel financed by the relevant Borrowing, and that (II) the second Incremental Commitment shall be in an aggregate amount not exceeding an amount equal to the lesser of (i) $60,000,000 and (ii) the sum of (x) 50% of the aggregate Fair Market Value of any Additional Vessels to be financed by the second Incremental Commitment plus (y) 55% of the aggregate Fair Market Value of any Additional Young Vessels to be financed by the second Incremental Commitment; provided further that (A) any such Incremental Commitments shall be uncommitted by the Lenders and subject to the approval of each Lender that agrees to provide an Incremental Commitment, (B) any such request for an increase shall be subject to (x) the aggregate principal amount prior written consent of all the Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 Lenders and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1y) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant entry into by the Borrower and the other Security Parties of documentation amending and/or supplementing this Agreement and the other Loan Documents as the Facility Agent may reasonably require, (C) Section 2.06 and Schedule VII shall be supplemented to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date provide for repayment of the relevant Incremental Credit Extension under this Section 2.14 Commitments on an approximate fifteen-year age-adjusted profile to 0 based on the average age (calculated based on the year and as month of delivery) of the last day of Additional Vessels and Additional Young Vessels being financed, (D) all Additional Vessels and Additional Young Vessels and related tangible and intangible property shall be pledged as Collateral to secure the most recently ended Fiscal Quarter prior to such Facility (as increased by the relevant Incremental Commitments), (E) proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase Commitments shall be in offered as a minimum amount right of $10,000,000 (or such lower amount that represents all remaining availability pursuant first refusal to this Section 2.14) and in integral multiples of $2,000,000 in excess thereofthe Lenders on a pro-rata basis, and (zF) the Borrower may make a maximum of five (5) any such requests during for Incremental Commitments may not be made on or after the term of this Agreement; date which is eighteen (ii18) no Default or Event of Default shall have occurred and be continuing or would occur months after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OIDClosing Date.”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agent.

Request for Increase. The Borrower may request that Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time on or after the Amendment No. 2 Effective Date request an increase in the Advances by an aggregate amount (for all such requests and together with any requests under Section 2.19, in each case to the extent such requests result in a corresponding increase in the Term Facility or a New Advance) not exceeding the sum of (x) add one or more additional term loans under this Section 2.14 $125,000,000, plus (eachy) to the extent the proceeds of such increased Advances are applied substantially contemporaneously to refinance the Senior Notes, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on Senior Notes so refinanced, any interest and premium owed with respect thereto and the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred transaction costs related to as “Incremental Credit Extensions”)such refinancing; provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) that any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (or 10,000,000. To achieve such lower amount that represents all remaining availability requested increase, the Borrower may invite the Lenders to make additional Advances and/or may invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel, provided any Advances made by an Eligible Assignee pursuant to this Section 2.14) and 2.18 shall be in integral multiples a principal amount of $2,000,000 1,000,000 or an integral multiple of $500,000 in excess thereof. At the time of sending the notice described in the first sentence of this Section, and (z) the Borrower may make a maximum of (in consultation with the Administrative Agent) shall specify the time period within which each Lender and/or Eligible Assignee is requested to respond (which shall in no event be less than five (5) Business Days from the date of delivery of such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect notice to such Incremental Increase Lender or Eligible Assignee). The Borrower may offer and the application of proceeds therefrom; pay to each Lender (iiian “Increasing Lender”) the Term Loans that agrees to make additional Advances, and Revolving Credit Loans made under this Section 2.14 shall have to each additional Eligible Assignee that agrees to becomes a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made Lender pursuant to this Section 2.14 shall have 2.18, such fees or original issue discount as it may elect in connection with any such increase in the Advances, provided that in the event the interest rate margins (other than as a Weighted Average Life to Maturity no shorter result of the imposition of default interest) for any Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee are higher than the remaining Weighted Average Life to Maturity interest rate margins for the Advances of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities non-Increasing Lenders by more than 50 basis points0.50%, then the interest rates, Applicable Fee Rate and Applicable Rate with respect rate margins for the Advances of the non-Increasing Lenders shall be increased to each Facility (and the extent necessary so that such interest rate margins shall be equal to the interest ratesrate margins for such Increasing Lender’s additional Advances or the Advances of such Eligible Assignee, Applicable Fee Rate and Applicable Rate minus 0.50%; provided further that, in determining the interest rate margins applicable to any Incremental Increase that was previously entered into pursuant Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee and the Advances of the non-Increasing Lenders (A) original issue discount or upfront fees (which shall be deemed to this Section 2.14constitute like amounts of original issue discount) payable by any Loan Party to any Lender or Increasing Lender or any Eligible Assignee in the initial primary syndication of the Advances or the increased Advances hereunder, as the case may be, shall automatically increase bybe included (with original issue discount being equated to interest based on assumed 4-year life to maturity), and be subject to(B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable to any of the Yield Differential Bookrunners (it being understood that or their affiliates) in connection with the Advances or any increase in the weighted average interest rates may Advances hereunder or to one or more arrangers (Aor their affiliates) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 thereof shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentexcluded.

Request for Increase. The Borrower Upon notice to the Administrative Agent, at any time after the Closing Date, the Company may request that the Administrative Agent (x) add one or more additional term loans under this Section 2.14 Commitments (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan IncreaseCommitment” and, together with each Additional Incremental Tranchecollectively, the “Incremental Term Loan IncreaseCommitments”); provided that (i) after giving effect to any such addition, and/or (y) increase the aggregate amount of Incremental Commitments that have been added pursuant to this Section 2.15 after the Amendment No. 2 Effective Date shall not exceed $300,000,000 minus the amount, if any, of the then effective outstanding or committed Indebtedness permitted by Section 7.03(k), (ii) any such addition shall be in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as may be acceptable to the Administrative Agent or shall represent all remaining availability under this Section 2.15) and (iii) the Company may make a maximum of three such requests after the Amendment No. 2 Effective Date. Incremental Commitments may be provided, at the option of the Company, by (i) increasing the aggregate Revolving Credit Commitments under this Section 2.14 with the same terms (including pricing) as the existing Revolving Credit Facility (each, a “Revolving Credit Commitment Facility Increase” and”) or (ii) creating a new tranche of term loans (each, together with the an “Incremental Term Loan IncreaseFacility”; and each term loan thereunder, the an “Incremental Increases” Term Loan”; and the incurrence of Additional each Revolving Credit Facility Increase and Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter Facility may also be referred to herein as an “Incremental Credit ExtensionsIncrease”); provided that: (i) (x) the aggregate principal amount of all Incremental that no Revolving Credit Extensions pursuant to this Section 2.14 Facility Increase shall not exceed the lesser of (A) $50,000,000 and increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) an amount such that, after giving effect to each Incremental increase the Letter of Credit Extension, Sublimit without the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date consent of the relevant Incremental Credit Extension under this Section 2.14 and as L/C Issuers or (C) increase the Alternative Currency Sublimit without the consent of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Required Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders.

Request for Increase. The Borrower may request that Provided there exists no Default, upon written notice to the Administrative Agent Agent, the Borrower may, at any time and from time to time after the Second Amendment Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,500,000,000 by requesting an increase in the Revolving Credit Facility (x) add one or more additional term loans under this Section 2.14 (eacheach such increase, an “Additional Incremental TrancheRevolving Increase”), requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or increase the then effective aggregate principal amount or establishing a new (or increasing an existing) tranche of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans pari passu term facility (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the an “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Facility and each Incremental Revolving Increase, the “and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) except in the case of an Incremental Term Loan Facility, each such Incremental Facility shall be on the same terms (xincluding maturity date) as the Facility being increased, (ii) the aggregate principal amount terms and conditions of all each Incremental Term Loan Facility, subject to clause (iii) of the last proviso to Section 10.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iii) the conditions to the making of a Credit Extensions Extension set forth in Section 4.02 (other than Section 4.02(c) and (d)) shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each notice from the Borrower pursuant to this Section 2.14 2.16(a) shall not exceed the lesser of specify (Ai) $50,000,000 and (B) whether it proposes an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Revolving Increase, (y) the aggregate principal amount of any an Incremental Term Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereofan Incremental Term Loan Facility, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred if it proposes an Incremental Term Loan Facility, the proposed terms thereof and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans identity of each Lender and Revolving Credit Loans made under this Section 2.14 shall have each Eligible Assignee that it has approached or proposes to approach to provide all or a maturity date no earlier than the Maturity Date and portion of such Incremental Facility (subject in the each case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made any requisite consents required under Section 2.01; (iv) if at any 10.06). At the time during the Adjustment Periodof sending such notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid Administrative Agent) shall specify the time period within which each Lender (if any) applicable identified in such notice is requested to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility respond (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in right such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of payment and with respect such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Collateral than applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the Loans under requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Facilities; (vii) the Term Loans incurred Lender shall become a Lender pursuant to the Incremental Term Loan Increase shall (i) be treated a joinder agreement in the same manner as the existing Term Loans for purposes of Section 2.06 form and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be substance reasonably satisfactory to the Administrative AgentAgent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. The Borrower may request that At any time after the Closing Date, upon written notice to the Administrative Agent Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request (xi) add one or more incremental term loans, including a borrowing of an additional term loans under this Section 2.14 (eachloan, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of which will be added to the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “tranche of Term Loan Increase” and, together with each Additional Incremental Tranche, the latest maturity date (an “Incremental Term Loan IncreaseLoan”), and/or ) or (yii) increase the then effective aggregate principal amount of one or more increases in the Revolving Credit Commitments under this Section 2.14 (each, a an “Incremental Revolving Credit Commitment Facility Increase” and, together with the initial principal amount of the Incremental Term Loan IncreaseLoans, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (xA) the aggregate principal amount of for all such Incremental Credit Extensions pursuant to this Section 2.14 Increases and Incremental Equivalent Indebtedness incurred after the Closing Date shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser sum of (1) the maximum greater of $300,000,000 and Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and EBITDA as of the last day of the most recently ended Fiscal Quarter prior four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (b) and 8.2(a) plus (2) an amount which, after giving pro forma effect to such proposed Incremental IncreaseIncrease and/or Incremental Equivalent Indebtedness (assuming that the entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (yb) and 8.2(a) (or in the aggregate principal amount case of any Incremental Increase Term Loan, the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, as of the LCA Test Date), to exceed 4.00 to 1.00 (in each case, as demonstrated by Centuri in a written certification to the Administrative Agent), (B) any such request for an increase shall be in a minimum amount of $10,000,000 5,000,000 (or such lower C$5,000,000) for any Incremental Term Loan and $5,000,000 for any Incremental Revolving Credit Facility Increase or, if less, the remaining amount that represents all remaining availability permitted pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may foregoing clause (A) take the form and (C) no Lender will be required or otherwise obligated to provide any portion of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Incremental Increase. Incremental Term Loans may be made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant US Borrowers in Dollars or to the Incremental Term Loan Increase shall (i) be treated Canadian Borrowers in Canadian Dollars. Unless the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to applicable Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increases or Incremental Equivalent Indebtedness would be permitted under clause (A)(2) above on the applicable date of incurrence, such Incremental Increases or Incremental Equivalent Indebtedness (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (A)(2) above prior to the utilization of any amount available under clause (A)(1) above.

Request for Increase. The Borrower may At any time prior to the then applicable Maturity Date, the Borrowers shall have the right to request that an increase in the Administrative Agent Aggregate Revolving Commitments (xeach such increase, an “Incremental Revolving Increase”) or add one or more additional tranches of term loans under this Section 2.14 (each, each an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan IncreaseFacility”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the ; each Incremental Term Loan Increase, the “Facility and each Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”) in an aggregate amount of up to FIVE HUNDRED MILLION DOLLARS ($500,000,000); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 no Default has occurred and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increaseis continuing, (yii) the aggregate principal amount of any Incremental Increase shall each increase must be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 5,000,000 in excess thereof, and thereof (z) or such other amounts as are agreed to by the Parent Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Administrative Agent), (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date of any Incremental Revolving Increase shall be no earlier later than the Revolving Maturity Date, the maturity date of any Incremental Term Loan Facility shall be no later than the Term A Maturity Date or Term B Maturity Date, as applicable, and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any the conditions to the making of a Credit Extension set forth in Section 4.02 shall be satisfied or waived. At the time during the Adjustment Periodof sending such notice, the Parent Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase byspecify the time period within which each Revolving Lender, and be subject toTerm A Lender or Term B Lender, the Yield Differential as applicable, is requested to respond (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten (10) Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentapplicable Lenders).

Request for Increase. The Borrower may request that Upon notice to the Administrative Agent (xwhich shall promptly notify the Lenders), the Borrowers may from time to time, request (i) add one or more additional term loans under this Section 2.14 an increase in the Aggregate Commitments of the U.S. Revolving Loans (each, an “Additional Incremental TrancheU.S. Revolving Credit Facility”; the Loans thereunder the “Incremental U.S. Revolving Loans”) and/or increase or the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Hong Kong Revolving Loans (a each, an “Term Loan IncreaseIncremental Hong Kong Revolving Credit Facility” and, collectively, together with each Additional Incremental TrancheU.S. Revolving Credit Facility, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (eachFacility”; the Loans thereunder, a the “Incremental Hong Kong Revolving Credit Commitment IncreaseLoans” and, collectively, together with the Incremental Term Loan IncreaseU.S. Revolving Loans, the “Incremental IncreasesRevolving Loans”) or (ii) an increase in the Aggregate Commitments of the Term Loan, which increase may take the form of a new term loan (the “Incremental Term Loans” and together with any Incremental Revolving Loans, the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit ExtensionsFacility”)) by an amount (for all such requests) not exceeding $75,000,000; provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) that any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 25,000,000 (or such lower or, if less, the remaining amount available); provided further that represents all remaining availability pursuant to this Section 2.14(i) and in integral multiples of $2,000,000 in excess thereofimmediately prior to, and after giving effect to the incurrence of such Incremental Facilities, (zx) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default conditions set forth in Section 4.02 shall have occurred been satisfied on and be continuing or would occur as of the date of effectiveness of each Incremental Facility (before and after giving effect to such Incremental Increase Facility and the application of the proceeds therefrom; thereof) (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodand, the Borrower requests without duplication, assuming that any Incremental Credit Extension Revolving Loans have been fully utilized), and if the weighted average interest rate, applicable margin and/or pricing grid (if anyy) applicable after giving effect to any such Incremental Increase requested during Facility (and, without duplication, assuming that any Incremental Revolving Loans have been fully utilized) on a Pro Forma Basis, the Adjustment Period Consolidated Leverage Ratio shall be no greater than 1.50 to 1.00 (such ratio to be determined on the basis of the financial information most recently delivered, or required to be delivered, to the Administrative Agent and the Lenders pursuant to this Section 2.14 6.01), (ii) no loan or advance made under the Incremental Term Loan shall mature prior to the Maturity Date, (iii) as of the date of the incurrence thereof, the weighted average life to maturity of the Incremental Term Loans shall not be shorter than that of the existing Term Loans, (iv) in the event the All-In Yield applicable to any Incremental Term Loan exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to All-In Yield of the Facilities Term Loans existing at such time by more than 50 basis points, then the interest ratesrate margins for such Term Loans existing at such time shall be increased (or, Applicable Fee if any “floor” for Eurodollar Rate or Base Rate is applied, a “floor” shall be applied to the Term Loans existing as such time) to the extent necessary so that the All-In Yield of such Term Loans existing at such time shall be equal to the All-In Yield of the applicable Incremental Term Loans minus 50 ▇▇▇▇▇ ▇▇▇▇▇▇, (▇) the Incremental Hong Kong Revolving Credit Facility shall be on the same terms as the Hong Kong Revolving Credit Facility and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of implemented as an increase in the weighted average interest ratescommitments under such Facility, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental U.S. Revolving Credit Extension Facility shall be on the same terms as the U.S. Revolving Credit Facility and shall be implemented as an increase in no event the commitments under such Facility. The Incremental Facility shall rank senior pari passu in right of payment and security with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to Facility in the case of Incremental Term Loan Increase shall (i) be treated Loans or the U.S. Revolving Credit Facility in the same manner as case of Incremental U.S. Revolving Loans or the existing Term Loans for purposes Hong Kong Revolving Credit Facility in the case of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Incremental Hong Kong Revolving Loans and /or Revolving Credit Loans made pursuant to except as otherwise provided in this Section 2.14 shall be and except for terms reasonably satisfactory to the Administrative Agent, shall have the same terms as the Term Loan Facility in the case of Incremental Term Loans or the U.S. Revolving Credit Facility in the case of Incremental U.S. Revolving Loans or the Hong Kong Revolving Credit Facility in the case of Incremental Hong Kong Revolving Loans.

Request for Increase. The Borrower Upon notice to the Administrative Agent, at any time after the Original Closing Date, the Company may request that the Administrative Agent (x) add one or more additional term loans under this Section 2.14 Commitments (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan IncreaseCommitment” and, together with each Additional Incremental Tranchecollectively, the “Incremental Commitments”); provided that (i) after giving effect to any such addition, the aggregate amount of Incremental Commitments that have been added pursuant to this Section 2.15 shall not exceed $300,000,000 minus the amount, if any, of the then outstanding or committed Indebtedness permitted by Section 7.03(k) (and it being understand that the RPS Acquisition Term Loan Increase”Commitments in existence on the Effective Date do not constitute Incremental Commitments for purposes of this Section 2.15 or reduce such $300,000,000 amount in this clause (i)), and/or (yii) increase the then effective any such addition shall be in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as may be acceptable to the Administrative Agent or shall represent all remaining availability under this Section 2.15) and (iii) the Company may make a maximum of three such requests. Incremental Commitments may be provided, at the option of the Company, by (i) increasing the aggregate Revolving Credit Commitments under this Section 2.14 with the same terms (including pricing) as the existing Revolving Credit Facility (each, a “Revolving Credit Commitment Facility Increase” and”) or (ii) creating a new tranche of term loans with respect to either Term Loan Facility (each, together with the an “Incremental Term Loan IncreaseFacility”; and each term loan thereunder, the an “Incremental Increases” Term Loan”; and the incurrence of Additional each Revolving Credit Facility Increase and Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter Facility may also be referred to herein as an “Incremental Credit ExtensionsIncrease”); provided that: (i) (x) the aggregate principal amount of all Incremental that no Revolving Credit Extensions pursuant to this Section 2.14 Facility Increase shall not exceed the lesser of (A) $50,000,000 and increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) an amount such that, after giving effect to each Incremental increase the Letter of Credit Extension, Sublimit without the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date consent of the relevant Incremental Credit Extension under this Section 2.14 and as L/C Issuers or (C) increase the Alternative Currency Sublimit without the consent of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Required Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders.

Request for Increase. The Borrower may request that Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or $200,000,000 less (y) increase the then effective aggregate principal amount of the Revolving Credit Commitments under this Section 2.14 (each, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted Term Loans made pursuant to Section 7.11(a2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) at such time less 0.25:1.00 and (2) 5.25:1.00in the following proviso, on but excluding the date aggregate amount of the relevant 2015 Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to Term Loans); provided that (i) any such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase request for an increase shall be in a minimum amount of $10,000,000 25,000,000, (or such lower amount that represents all remaining availability pursuant to this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (zii) the Borrower Borrowers may make a maximum of five (5) such requests during the term (inclusive of this Agreement; (ii) no Default or Event of Default shall have occurred any direct requests made for Incremental Term Loans pursuant to Section 2.18), and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) no more than 50% of the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made aggregate amount requested pursuant to this Section 2.14 shall have a Weighted Average Life 2.17(a) by the applicable Borrower may be an increase to Maturity no shorter than the Revolving Credit Facility and the remaining Weighted Average Life to Maturity portion of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 2.17 shall be used deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; respond (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative AgentLenders and Potential Revolving Credit Lenders).

Request for Increase. The Borrower In addition to any Additional Letter of Credit Facilities pursuant to Section 2.03(o), the Company may from time to time, request that by notice to the Administrative Agent (x) add one or more additional term loans under this Section 2.14 (each, an “Additional Incremental Tranche”) and/or increase in the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Increase”), and/or (y) increase the then effective aggregate principal amount of the Multicurrency Revolving Credit Commitments under this Section 2.14 Commitment or the US Dollar Revolving Credit Commitment (each, a “Revolving Credit Commitment Increase” and”) or (y) one or more term loan tranches, together with the including any increase to an existing term loan tranche (each, an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be referred to as “Incremental Credit Extensions”); provided that: that (i) (x) the principal amount for all such Incremental Increases in the aggregate principal amount of all since the Closing Date (including the then requested Incremental Credit Extensions pursuant to this Section 2.14 Increase) shall not exceed $1,000,000,000 unless the lesser of (A) $50,000,000 pro forma Consolidated Leverage Ratio immediately before and (B) an amount such that, after giving effect to each the applicable Incremental Increase (calculated by assuming that the Revolving Credit ExtensionFacility, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to including any such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) Revolving Credit Increase, is fully drawn at such time time) is less 0.25:1.00 and than 2.75 to 1.00; (2ii) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to any such proposed Incremental Increase, (y) the aggregate principal amount of any request for an Incremental Increase shall be in a minimum amount of $10,000,000 100,000,000 (or a lesser amount in the event such lower amount that represents all remaining availability pursuant to under this Section 2.14) and in integral multiples of $2,000,000 in excess thereof, and (z) the Borrower may make a maximum of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; Section); (iii) the Term Loans and no Revolving Credit Loans made under this Section 2.14 Increase shall have a maturity date (A) increase any L/C Issuer’s Fronting Exposure without the consent of such L/C Issuer, (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Foreign Borrower Sublimit or the Alternative Currency Sublimit without the consent of the Required Revolving Lenders or (D) increase the Alternative Currency Loan Sublimit without the consent of the Required Multicurrency Revolving Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date and in for the case of additional Term Loans made pursuant to this Section 2.14 shall Facility or have a Weighted Average Life weighted average life to Maturity no maturity shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Period, the Borrower requests any Incremental Credit Extension and if the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14) shall automatically increase by, and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life to maturity or lesser remaining life to maturity or (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); Term Facility; and (v) the proceeds of any Term Loans made under this Section 2.14 each Incremental Increase shall constitute Obligations hereunder and shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension shall in no event rank senior in right of payment and with respect to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred guaranteed pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; Guaranties and (viii) all other terms and conditions with respect , during a Collateral Period, secured pursuant to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to Security Instruments on a pari passu basis with the Administrative Agentother Obligations hereunder.

Request for Increase. The Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may from time to time after the Closing Date, request that an increase in the Administrative Agent aggregate amount of the Facilities to an amount not exceeding $1,500,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (x) add one or more additional term loans under this Section 2.14 (eacheach such increase, an “Additional Incremental Tranche”) and/or increase the then effective aggregate principal amount of the Term Loans under this Section 2.14 on the same terms as the existing Term Loans (a “Term Loan Increase” and, together with each Additional Incremental Tranche, the “Incremental Term Loan Revolving Increase”), and/or requesting an increase in the Term A-1 Facility (yeach such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) increase or, after the then effective aggregate principal amount end of the Availability Period with respect to the Term A-2 Facility, establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Credit Commitments under this Section 2.14 (eachIncrease, a “Revolving Credit Commitment Increase” and, together with the Incremental Term Loan Increase, the “A-1 Increase and Incremental Increases” and the incurrence of Additional Incremental Tranches, Term Loan Increases and Revolving Credit Commitment Increases shall hereinafter be A-2 Increase are collectively referred to as “Incremental Credit ExtensionsFacilities”); provided that: that (i) (x) the aggregate principal amount of all Incremental Credit Extensions pursuant to this Section 2.14 shall not exceed the lesser of (A) $50,000,000 and (B) any such request for an amount such that, after giving effect to each Incremental Credit Extension, the Consolidated Total Lease Adjusted Leverage Ratio calculated on a Pro Forma Basis after giving effect to such Incremental Increases (and assuming the full utilization thereof) does not exceed the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.25:1.00, on the date of the relevant Incremental Credit Extension under this Section 2.14 and as of the last day of the most recently ended Fiscal Quarter prior to such proposed Incremental Increase, (y) the aggregate principal amount of any Incremental Increase increase shall be in a minimum amount of $10,000,000 (25,000,000 or any lesser amount if such lower amount that represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iii) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, the operational, technical and administrative provisions of such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to this Section 2.1411.06(b)(iii)(B), (y) and in integral multiples no Person approached shall become a Revolving Credit Lender without the written consent of $2,000,000 in excess thereof, the L/C Issuers and (z) the Borrower may make shall not be obligated to offer any existing Lender the opportunity to provide any portion of a maximum requested increase. At the time of five (5) such requests during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Increase and the application of proceeds therefrom; (iii) the Term Loans and Revolving Credit Loans made under this Section 2.14 shall have a maturity date no earlier than the Maturity Date and in the case of additional Term Loans made pursuant to this Section 2.14 shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the then existing Term Loans made under Section 2.01; (iv) if at any time during the Adjustment Periodsending its notice, the Borrower requests any Incremental Credit Extension and if (in consultation with the weighted average interest rate, applicable margin and/or pricing grid (if any) applicable to any such Incremental Increase requested during the Adjustment Period pursuant to this Section 2.14 exceeds the interest rates, Applicable Fee Rate and Applicable Rate as set forth herein with respect to the Facilities by more than 50 basis points, then the interest rates, Applicable Fee Rate and Applicable Rate with respect to each Facility (and the interest rates, Applicable Fee Rate and Applicable Rate applicable to any Incremental Increase that was previously entered into pursuant to this Section 2.14Administrative Agent) shall automatically increase by, specify the time period within which each Lender and be subject to, the Yield Differential (it being understood that any increase in the weighted average interest rates may (A) take the form of original issue discount (“OID”) or upfront fees, with such OID or upfront fees being equated to such interest margins in a manner reasonably determined other Person approached by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year average life Borrower is requested to maturity or lesser remaining life to maturity or respond (B) be accomplished by a combination of an increase in the weighted average interest rates, OID and/or upfront fees); (v) the proceeds of any Term Loans made under this Section 2.14 shall be used to make Permitted Acquisitions, Permitted Joint Ventures and Capital Expenditures, in each case as permitted herein; (vi) the Loans incurred pursuant to each Incremental Credit Extension which shall in no event rank senior in right be less than ten Business Days from the date of payment and with respect delivery of such notice to the Collateral than the Loans under the existing Facilities; (vii) the Term Loans incurred pursuant to the Incremental Term Loan Increase shall (i) be treated in the same manner as the existing Term Loans for purposes of Section 2.06 and (ii) share ratably in any prepayments of the existing Term Loans; and (viii) all other terms and conditions with respect to the Term Loans and /or Revolving Credit Loans made pursuant to this Section 2.14 shall be reasonably satisfactory to the Administrative Agentsuch Lenders).