The Borrower may at any time or from time to time on one or more occasions request # prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) or # the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”; it being understood that the Increase Joinder will set forth whether such Incremental Term Loan Commitment is # a commitment to make term loans with terms identical to (and that shall together with any then outstanding Term B Loans form a single Class of) Term B Loans or # a commitment to make term loans with pricing, maturity, amortization, participation in mandatory prepayments or other terms different from the Term B Loans (term loans incurred pursuant to this clause (y), the “Other Incremental Term Loans”)) in an amount not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Incremental Amount) individually and in an amount not to exceed the Incremental Amount at the time such Incremental Term Loans are funded or Increased Revolving Commitments are established, in each case, determined on the applicable date on which the new or increased Commitments shall become effective (each such date, an “Increase Effective Date”), and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments; provided that # for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to the Ratio-Based Incremental Amount on any Increase Effective Date on which the Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, is met shall remain authorized pursuant to this clause if such Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, test is not met as of any subsequent date and # each Increased Revolving Commitment or Incremental Term Loan Commitment under this [Section 2.24] shall be incurred under the Ratio-Based Incremental Amount if and to the extent that the Ratio-Based Incremental Amount is available at the time of such incurrence up to the maximum amount available, any additional amounts incurred at any time that the Ratio-Based Incremental Amount is unavailable shall be incurred under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount, and in the event that any amounts incurred under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount subsequently meet the criteria for amounts incurred under the Ratio-Based Incremental Amount, such amounts shall automatically be reclassified as amounts incurred under the Ratio-Based Incremental Amount unless the Borrower, in its sole discretion, elects otherwise, and the Fixed Incremental Amount or the Prepayment-Based Incremental Amount, as applicable, shall be deemed to be restored by the amount so reclassified, and # any simultaneous incurrence under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount shall not be given pro forma effect for purposes of determining the Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, with respect to any incurrence under the Ratio-Based Incremental Amount; provided, further, that:

The Borrower shall have the right to increase the Revolving Commitments (the “Incremental Revolving Commitments”), which Incremental Revolving Commitments shall be on the same terms as the existing Revolving Commitments and/or request that additional Term Loans (the “Incremental Term Loans”) be made by obtaining additional Revolving Commitments or Incremental Term Commitments, as applicable, either from one or more of the Lenders or another lending institution, provided that # any such request for an increase shall be in a minimum amount of $5,000,000 (or such lesser amount as the Administrative Agent shall agree), # the Borrower may make a maximum of four such requests, # after giving effect thereto, the sum of the total of the Incremental Facilities does not exceed $50,000,000, # the Administrative Agent and, with respect to increases to the Revolving Commitments, the Swingline Lender and the Issuing Bank have approved the identity of any such new Lender (each, an “Additional Lender”), such approvals not to be unreasonably withheld, # any such Additional Lender assumes all of the rights and obligations of a “Lender” hereunder, # the procedures described in [Section 2.09(f)] below have been satisfied, # the Incremental Term Loans shall have a maturity date on or after the Term Maturity Date and shall have a Weighted Average Life to Maturity no shorter than that of the Term Loans made pursuant Section 2.01; # if the All-In Yield applicable to such Incremental Term Loans exceeds the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term Loans by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that the All-In Yield of the Term Loans is equal to the All-In Yield of such Incremental Term Loans minus 50 basis points (it being agreed that any increase in yield applicable to the Term Loans required due to the application of a LIBO Rate or Alternate Base Rate floor applicable to any Incremental Term Loans shall be effected solely through an increase in (or implementation of, as applicable) any LIBO Rate or Alternate Base Rate floor applicable to the Term Loans), # Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any voluntary prepayments or mandatory prepayments of Term Loans under [Section 2.11(c) or 2.11(d)])], and as specified in the applicable Incremental Amendment (as defined below), # any collateral securing any such Incremental Term Loans shall also secure all other Obligations on a pari passu basis and # the terms and conditions of any Incremental Term Loans be on terms identical to the existing Term Loans (other than in respect of any OID, upfront fees, arrangement fees, structuring fees, underwriting fees or similar fees paid in connection therewith), and, except as otherwise provided in this [Section 2.09(e)], the terms and conditions with respect to any other Incremental Term Loans shall be as agreed between Borrowers and those Lenders and/or Additional Lenders that agree to make Incremental Term Loans (collectively, the “Incremental Term Loan Lenders”), so long as any such terms that are not consistent with the terms of the other Classes of Term Loans are either # reasonably satisfactory to the Administrative Agent or # more restrictive to Borrowers and incorporated with respect to each other Class of then-existing Term Loans in a manner reasonably satisfactory to the Administrative Agent.

The Borrower may from time to time elect to increase the Revolving Commitments, increase an existing tranche of term loans or enter into one or more additional tranches of term loans (such increased or additional term loans, each, an “Incremental Term Loan”), in each case in a minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of all such Revolving Commitment increases and all such Incremental Term Loans does not exceed $100,000,000. Each request from the Borrower pursuant to this [Section 2.21] shall set forth the requested amount and proposed terms of the relevant Revolving Commitment increase or Incremental Term Loans. The Borrower may arrange for any such Revolving Commitment increase or Incremental Term Loan to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender” and, together with each Increasing Lender, collectively, the “Additional Lenders”), to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided, that # each Augmenting Lender (other than any Affiliate of an existing Lender) shall, to the extent required by [Section 9.04], be subject to the approval of the Administrative Agent and, except in the case of an Incremental Term Loan, the Issuing Bank, which approvals shall not be unreasonably withheld, conditioned or delayed, and (ii) (A) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of [Exhibit E], and # in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of [Exhibit F] hereto. No existing Lender shall have any obligation or be required to provide any Revolving Commitment increase or any Incremental Term Loan unless it expressly so agrees. No consent of any Lender (other than the Lenders participating in such Revolving Commitment increase or Incremental Term Loan) shall be required for any such increase or Incremental Term Loan pursuant to this [Section 2.21].

At any time after the Term Loan has been paid in full (not including by means of a refinancing of the Term Loan), Borrower may by written notice to Lender request one (but not more) increase in the Commitment (the “Incremental Revolving Credit Commitment”) to make revolving credit loans under the revolving credit facility (the “Incremental Loan”); provided that the total aggregate principal amount for the Incremental Revolving Credit Commitment shall not exceed THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) (but may be less). Such notice shall specify the date (an “Increased Amount Date”) on which Borrower proposes that the Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than FIFTEEN # Business Days after the date on which such notice is delivered to Lender. This subsection # shall not be construed to create any obligation on Lender to participate in any Incremental Revolving Credit Commitment, to advance or commit to advance any credit to Borrower, or to arrange for any other Person to advance or to commit to advance any credit to Borrower, any such obligation to participate in any such Incremental Revolving Credit Commitment or commitment to extend any credit to Borrower under this subsection # being subject in all respects to Lender’s consent, credit underwriting and credit approval.

The Borrower may on one or more occasions, by written notice to the Administrative Agent, request # during the Availability Period, the establishment of Incremental Revolving Commitments, # an increase in the Revolving Commitments and/or # the establishment of Incremental Term Loan Commitments. Each such notice shall specify # the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and # the amount of the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, being requested. The Borrower may arrange for any such Revolving Commitment increase, Incremental Revolving Commitments or Incremental Term Loan Commitments to be provided by one or more Lenders or by one or more new banks, financial institutions or other entities to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be (it being agreed that # any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment, # any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender or an Affiliate of a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, the Issuing Banks and the Swingline Lender and # none of the Persons described in the [foregoing clauses (x) and (y)])] may be an Ineligible Institution). Notwithstanding anything herein to the contrary, the aggregate principal amount of all Incremental Revolving Commitments and Incremental Term Loan Commitments established pursuant to this [Section 2.20] shall not exceed $75,000,000.

The Borrower may, from time to time after the earlier of # the date on which the Delayed Draw Term Loans have been fully borrowed and # the date on which the Delayed Draw Commitment has expired (unless, in the case of [clause (w)] below the Borrower terminates such Delayed Draw Commitment), upon notice by the Borrower to the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (such Person (other than the Borrower or an Affiliate of the Borrower) appointed by the Borrower after consultation with the Blackstone Credit Representative, the “Incremental Arranger”) specifying the proposed amount thereof, request # an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to be increased) (a “Revolving Credit Commitment Increase”); provided that the aggregate of all Revolving Credit Commitment Increases may not exceed $10,000,000 (which, for the avoidance of doubt, shall be part of, and not in addition to, the Cash-Capped Incremental Facility), # an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), and # the addition of one or more new term loan facilities, in each case (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments thereof, the “New Term Commitment” and together with the Term Commitment Increase, the “New Loan Commitments”) by an amount not to exceed the sum of # $25,000,000 (the “Cash-Capped Incremental Facility”) provided, that the Blackstone Credit Representative shall be given the Right of First Refusal to provide such Cash-Capped Incremental Facility, # an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum Leverage Requirement is satisfied plus # an amount equal to all voluntary prepayments of pari passu Term Loans (including for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the Initial Term Loans) made pursuant to [Section 2.05(a)] and repurchases of pari passu Term Loans made pursuant to the terms hereof and voluntary prepayments of Revolving Credit Loans made pursuant to [Section 2.05(a)] to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to [Section 2.06(a)], in each case, to the extent not funded with the proceeds of long-term Indebtedness (other than, to the extent funded with the proceeds of the Revolving Credit Loans or any other revolving facility) (the “Prepayment-Based Incremental Facility”) (such sum, at any such time and subject to [Section 1.02(i)], the “Incremental Amount”) minus # the outstanding principal balance of all loans and all unfunded commitments constituting part of the Incremental Equivalent Debt; provided, that the aggregate of all Revolving Credit Commitment Increases may not exceed $10,000,000; provided, further, that for purposes of any New Loan Commitments established pursuant to this [Section 2.14] and Incremental Equivalent Debt issued pursuant to [Section 2.15], # at the Borrower’s option, the Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent permitted thereby) prior to utilization of the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility, # New Loan Commitments pursuant to this [Section 2.14] and Incremental Equivalent Debt pursuant to [Section 2.15] may be incurred under the Cash-Capped Incremental Facility, the Ratio-Based Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence under the Cash-Capped Incremental Facility, the Ratio-Based Incremental Facility and the Prepayment-Based Incremental Facility may be utilized in a single transaction or series of related transactions by first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility) and then calculating the incurrence under the Prepayment- Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and # the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of reducing the aggregate principal amount outstanding under the Cash-Capped Incremental Facility by the amount of such redesignated Indebtedness). The Borrower may designate any Incremental Arranger of any New Loan Commitments with such titles under the New Loan Commitments as Borrower may deem appropriate.

The Borrower may on one or more occasions, by written notice to the Administrative Agent, request # during the Availability Period, the establishment of Incremental Revolving Commitments, # an increase in the Revolving Commitments and/or # the establishment of Incremental Term Loan Commitments. Each such notice shall specify # the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and # the amount of the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, being requested. The Borrower may arrange for any such Revolving Commitment increase, Incremental Revolving Commitments or Incremental Term Loan Commitments to be provided by one or more Lenders or by one or more new banks, financial institutions or other entities to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be (it being agreed that # any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment, # any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender or an Affiliate of a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, the Issuing Banks and the Swingline Lender and # none of the Persons described in the [foregoing clauses (x) and (y)])] may be an Ineligible Institution). Notwithstanding anything herein to the contrary, the aggregate principal amount of all Incremental Revolving Commitments and Incremental Term Loan Commitments established pursuant to this [Section 2.20] shall not exceed $20,000,000.

The Borrowers may from time to time after the Closing Date elect to increase any Class of Revolving Commitments or any Extended Revolving Commitments (the “Increased Commitments”) in an aggregate principal amount of not less than $10,000,000 and/or the Borrowers may from time to time after the Closing Date elect to add one or more tranches of term loans (each, an “Incremental Term Loan” and, together with any Increased Commitments, an “Incremental Facility”) in an aggregate principal amount of not less than $25,000,000 so long as Holdings shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.05 (provided that the calculation of the Consolidated Leverage Ratio shall be deemed to # include the full amount of any Increased Commitments, assuming the full amount of such Increased Commitments has been drawn, and # exclude the cash proceeds of the borrowings under any such Increased Commitments or Incremental Term Loans but not the use of such proceeds) as of the last day of the most recently ended Test Period for which financial statements of Holdings have been delivered pursuant to [Sections 5.01(a) and (b)], after giving effect to the establishment or incurrence of such Increased Commitments and/or Incremental Term Loans, as the case may be, and any Specified Transaction consummated in connection therewith. The applicable Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment or Extended Revolving Commitments, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments or Extended Revolving Commitments, or to participate in such Incremental Term Loan; provided that each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be subject to the approval of the applicable Borrowers and the Administrative Agent and, in the case of an Increased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this [Section 2.18]. Increases of Revolving Commitments and Extended Revolving Commitments and new Incremental Term Loans created pursuant to this [Section 2.18] shall become effective on the date agreed by the applicable Borrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments or Extended Revolving Commitments or Incremental Term Loans shall be permitted under this [Section 2.18] unless no Default shall have occurred and be continuing or would result therefrom. On the effective date of any increase in the Revolving Commitments or Extended Revolving Commitments or any Incremental Term Loans being made, # except in the case of any Incremental Term Loans, each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans and # except in the case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this [Section 2.18]) of all then outstanding Revolving Loans of such Class. Notwithstanding the foregoing, no prepayment of such Revolving Loans shall be applied to Loans of any Defaulting Lender. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.14 if the deemed payment occurs other than on the last day of the relevant Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that # no Lender will be required to participate in any such Incremental Facility, # the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, # the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Domestic Term Loans, # any Increased Commitments shall be on terms and pursuant to documentation applicable to the applicable Class of Revolving Commitments or Extended Revolving Commitments and may include provisions relating to swingline loans and/or letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the swingline lender and issuing bank, as applicable, which shall be determined by the applicable Borrowers, the lenders of such commitments and the applicable issuing bank and swingline lenders and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Additional Credit Extension Amendment) to the terms relating to Swingline Loans and Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and # any Incremental Term Loans shall be on terms and pursuant to documentation, including conditions, to be determined by the applicable Borrowers and the Increasing Lenders and/or the Augmenting Lenders party thereto; provided that, to the extent such terms and documentation are not consistent with the Term A Facility (except to the extent permitted by [clause (ii) or (iii) above]) they shall be reasonably satisfactory to the Administrative Agent.

The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders[[Borrower:Organization]], request # one or more additional Classes or additions to an existing Class of Term Loans (the “Incremental Term Loans” and any such Class, an “Incremental Series”) or # one or more increases in the amount of the Tranche 34 Revolving Credit Commitments on the same terms as the Tranche 34 Revolving Credit Facility (except for interest rate margins and commitment fees[[Borrower:Organization]] (a “Revolving Commitment Increase”); provided that # both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto[[Borrower:Organization]] no Event of Default shall exist and # the Borrower shall be in compliance with the covenants set forth in [Section 7.11] determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in [Section 7.11] has passed, the covenants in [Section 7.11] for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended[[Borrower:Organization]], in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence[[Borrower:Organization]]. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s[[Borrower:Organization]](i[[Borrower:Organization]] and Section 7.03(s[[Borrower:Organization]](ii[[Borrower:Organization]](x[[Borrower:Organization]], shall not exceed # $350,000,000 (the “Initial Incremental Amount”) plus # the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a[[Borrower:Organization]] or (b[[Borrower:Organization]], as applicable (or, if no Test Period has passed, as of the last four quarters ended[[Borrower:Organization]], in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase[[Borrower:Organization]] had been outstanding on the last day of such four quarter period, shall not exceed 3.50 to 1.00. The Incremental Term Loans # shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans; provided that any Incremental Term Loans ranking junior in right of payment and security shall be deemed to rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans for purposes of calculating the First Lien Secured Leverage Ratio with respect to any incurrence of a Ratio-Based Incremental Facility, # shall not mature earlier than the Maturity Date with respect to the Term B-5 Loans, # shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term B-5 Loans and # the Applicable Rate for the Incremental Term Loan, and subject to [clause ([[Borrower:Organization]]) above], amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that if any such additional Incremental Term Loans are requested after the Amendment No. 89 Effective Date, # then if the interest rate margins for any Incremental Term Loan is more than 50 basis points per annum greater than the applicable interest rate margin under the Term B-5 Loans, then the applicable interest rate margin under the Term B-5 Loans shall be adjusted so that the interest rate margins relating to the Term B-5 Loans is not less than the applicable interest rate margin to such Incremental Term Loans by more than 50 basis points, # solely for purposes of the foregoing clause (i[[Borrower:Organization]], the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity (but excluding arrangement fees, structuring fees, incentive fees, commitment fees, underwriting fees or other fees payable to any lead arranger (or its affiliates[[Borrower:Organization]] in connection with the commitment or syndication of such Indebtedness[[Borrower:Organization]] and # if the lowest permissible Eurocurrency Rate is greater than 0.75% or the lowest permissible Base Rate is greater than 1.75% for such Incremental Term Loans, the difference between such “floor” and 0.75%, in the case of Eurocurrency Rate Incremental Term Loans, or 1.75%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of [clause ([[Borrower:Organization]]) above]; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this [Section 2.14] shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase[[Borrower:Organization]] or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed[[Borrower:Organization]] to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b[[Borrower:Organization]] for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment[[Borrower:Organization]] under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this [Section 2.14]. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this [Section 2.14], # if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only[[Borrower:Organization]], a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender[[Borrower:Organization]] will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and # if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments[[Borrower:Organization]], which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with [Section 3.05]. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

“Incremental Loan Amount” means, as of any date of determination, an amount equal to the sum of # the sum of # $200,000,000 plus # the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans or any reduction of Revolving Commitments funded with the proceeds of, or replaced with, substantially concurrent borrowings or commitments of Credit Agreement Refinancing Indebtedness, Increased Revolving Commitments, Increased Term Loan Commitments, Incremental Term Facilities or Incremental Equivalent Debt, or with the proceeds of any other long-term Indebtedness, in each case shall not increase the calculation of the amount under this [subsection (ii)]), plus # the cash amount paid in respect of any purchase by the Borrower of any Term Loans pursuant to an Auction (it being understood that any such purchase funded with the proceeds of substantially concurrent borrowings of Credit Agreement Refinancing Indebtedness, Increased Revolving Commitments, Increased Term Loan Commitments, Incremental Term Facilities or Incremental Equivalent Debt, or with the proceeds of any other long-term Indebtedness, in each case shall not increase the calculation of the amount under this [subsection (iii)]), minus # the aggregate amount of any Increased Revolving Commitments, Increased Term Loan Commitments, Incremental Term Facilities or Incremental Equivalent Debt incurred in reliance on this clause (a) prior to such date of determination plus # any additional amount if, after giving effect thereto, the Senior Secured Leverage Ratio would not exceed 2.75 to 1.00 on a Pro Forma Basis (calculated as though # any such Increased Revolving Commitment, Increased Term Loan Commitment, Incremental Term Facility or Incremental Equivalent Debt were fully drawn and # any Incremental Equivalent Debt previously occurred and outstanding or to be incurred on such date is secured by Liens on a pari passu basis with the Liens securing the Obligations even though such Incremental Equivalent Debt is unsecured or secured on a junior basis to the Liens securing the Obligations). In connection with any incurrence of Increased Revolving Commitments, Increased Term Loan Commitments, Incremental Term Facility and Incremental Equivalent Debt, the Borrower may elect which of subsections # and/or # above it has opted to rely upon to incur such Indebtedness and Borrower shall notify Administrative Agent of such election. Notwithstanding the foregoing, the incurrence of Increased Term Loan Commitments and Increased Revolving Commitments pursuant to the Second Amendment on the Second Amendment Effective Date shall not constitute usage of any amounts under clause (a)(i) of this definition.