Notice. At any time and from time to time, on one or more occasions, the ​ may, by notice to the Administrative ​, # increase the aggregate principal amount of any outstanding tranche of Term Loans or add one or more additional tranches of term loans under the Loan Documents (the “Incremental Term Facilities” and the term loans made thereunder, the “Incremental Term Loans”) or # increase the aggregate principal amount of Revolving Commitments or add one or more additional revolving loan facilities under the Loan Documents (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans”; each such increase or tranche pursuant to clauses (i) and (ii), an “Incremental Facility” and the loans or other extensions of credit made thereunder, the “Incremental Loans”).

“(a) Either 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), # request one or more additional tranches of term loans (the commitments thereof, the “Incremental Term Loan Commitment”, the loans thereunder, the “Incremental Term Loans” and a Lender making such loans, an “Incremental Term Lender”) or # request one or more increases in the amount of the Revolving Loan Commitments (each such increase, a “Revolving Loan Commitment Increase”), provided that # both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (x) (i) the U.S. Borrower shall be in compliance with the Total Leverage Covenant determined on a Pro Forma Basis as of the end of the most recently completed fiscal quarter for which the financial statements and certificates required by [Section 8.1(a) or (b)])], as the case may be, have been delivered, in each case, as if such Incremental Term Loans or Revolving Loan Commitment Increases, as applicable, had been outstanding and fully borrowed throughout such period (whether or not a Compliance Date occurred on the last day of such most recently completed fiscal quarter) and # to the extent such Incremental Term Loans or Revolving Loan Commitment Increases are being incurred in reliance on clause (a) of the definition of Maximum Incremental Facilities Amount, after giving effect to any such incurrence, the Total First Lien Leverage Ratio shall be less than or equal to 4.25:1.00, determined # as if all such Incremental Facilities rank pari passu in right of security with the Revolving Loans and the Term Loans and # on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by [Section 8.1(a) or (b)])], as the case may be, have been delivered; provided that for purposes of calculating the Total First Lien Leverage Ratio and Total Leverage Covenant under this [clause (x)], the Net Cash Proceeds actually received by any Loan Party in respect of such Incremental Facility shall not be included as cash or Cash Equivalents for purposes of clause (a)(ii) of the definition of “Total First Lien Leverage Ratio” and “Total Leverage Ratio”, # the aggregate amount of Incremental Term Loans or Revolving Loan Commitment Increases incurred at any time shall not exceed the Maximum Incremental Facilities Amount as in effect at such time and # Incremental Term Loans may be denominated in Dollars or Euros, and Revolving Loan Commitment Increases shall be denominated in Dollars (it being understood that any such Revolving Loan Commitment Increase may be utilized in Available Currencies as and to the extent provided herein).”

Section # Incremental Facilities. The Borrower may # add one or more incremental term loan facilities (an “Incremental Term Facility” and the loans borrowed thereunder “Incremental Term Loans”) or # increase the aggregate amount of the Revolving Credit Commitments by delivering an Increase Request substantially in the form attached hereto as [Exhibit I] (or in such other form reasonably acceptable to the Administrative Agent) to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Revolver Increase” and together with any Incremental Term Facilities, collectively, the “Incremental Facilities”) identifying an additional Lender (or additional Revolving Credit Commitment for an existing Lender) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that:

At any time, the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or to enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$100,000,000 in the aggregate or a lesser amount that is an integral multiple of U.S.$1,000,000 (or such lesser amount agreed by the Administrative Agent) and not less than U.S.$5,000,000. Such notice shall specify the date (an “Increased Amount Date”) on which the Borrower proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Borrower shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""

Notice. At any time and from time to time, on one or more occasions, subject to the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent, increase the Revolving Facility Commitments (each such increase, an “Incremental Revolving Facility Increase” and such additional Revolving Facility Commitments, the “Incremental Commitments”).

Amount and Terms. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time add one or more new tranches of term loan facilities (each an “Incremental Term Loan”) or request an increase in the Aggregate Commitments (which increase may take the form of an increase to the Revolving Credit Facility or to the Term Facility (each an “Incremental Increase”; together with the Incremental Term Loans, and each, an “Incremental Facility”) by an amount (the “Incremental Amount”), together with amounts utilized to incur any Incremental Equivalent Debt, not exceeding the sum of # the greater of # $480,000,000 and # 100% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the four quarter period most recently then ended for which financial statements have been delivered pursuant to [Section 6.01(a) or (b)], as applicable, calculated after giving pro forma effect to the incurrence of such additional amount (which shall assume the full amounts of any Incremental Increase established at such time are fully drawn) and the application of any proceeds thereof on a Pro Forma Basis, plus # an unlimited amount so long as, in the case of this clause (B), the Consolidated Senior Secured Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the last day of the applicable Reference Period, on a pro forma basis, does not exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio; provided, that # Incremental Facilities may be incurred under both the preceding clauses (A) and (B) in a single transaction by first calculating the portion of the Indebtedness being incurred under clause (B) (without giving effect to the Indebtedness being incurred under clause (A)) and second calculating the portion of the Indebtedness being incurred under clause (A), (2) the Borrower shall be deemed to have used capacity under [clause (B) before] capacity under clause (A) (to the extent compliant therewith) and # in the event that any Incremental Facility (or a portion thereof) incurred under clause (A) subsequently meets the criteria of Indebtedness under clause (B), the Borrower, in its sole discretion, at such time, may reclassify any such Incremental Facility as Indebtedness incurred under clause (B); provided, further, that # any such request for an Incremental Facility shall be in a minimum amount of $25,000,000, # no Incremental Term Loan shall mature earlier than the Latest Maturity Date or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility, # each Incremental Term Loan shall rank pari passu in right of payment, security and voting with the Term Loans, # no Incremental Facility shall be guaranteed by entities other than Subsidiary Guarantors and no Incremental Facility that is secured shall be secured by any assets other than Collateral, # the interest rate, rate floors, premiums, fees, original issue discount, optional prepayment and redemptions terms and, subject to [clause (ii) above], the amortization schedule, in each case applicable to any Incremental Term Loans shall be determined by the Borrower and the lenders providing such Incremental Term Facility, # other than as expressly provided in this [Section 2.16], any Incremental Term Loan shall be on # terms and conditions substantially identical to, or (taken as a whole) not materially more favorable (as determined by the Borrower in good faith) to the lenders providing such Incremental Term Loan than those applicable to the Term Facility or # such other terms that are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) (it being understood that the terms or conditions set forth therein that are more restrictive than the terms and conditions set forth in this Agreement shall be deemed to be reasonably satisfactory to the Administrative Agent if the Lenders of the Term Loans as of the Closing Date receive the benefit of such terms or conditions, which, notwithstanding anything to the contrary in Section 10.01, may be implemented pursuant to an amendment executed by the Administrative Agent and the Borrower), # such Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) with the Term Loans in any mandatory prepayment hereunder (provided that any Incremental Term Loans that is a term loan B term facility may provide for an excess cash flow mandatory prepayment on then-current market terms that is not shared with the Term Loans) and # any Incremental Increase of the Revolving Credit Facility or the Term Facility shall be on terms identical to and pursuant to the documentation applicable to the Revolving Credit Facility or the Term Facility, as applicable (other than with respect to closing date conditions, fees or original issue discount for such Incremental Increase and other terms meant to implement such Incremental Increase that are approved by the Administrative Agent). Incremental Facilities may be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this [Section 2.16] and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent; provided that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Facility. At the time of sending the notice referred to in the foregoing sentence, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which any Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders), # Lender Elections to Increase. Each Appropriate Lender who receives a request from the Borrower for an Incremental Increase shall notify the Administrative Agent within the requested time period whether or not it agrees to increase its applicable Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage with respect to the applicable Facility of such requested increase. Any Appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender shall have any obligation to increase its Commitment and no consent of any Lender, other than the Lenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate an Incremental Increase. Any Lender’s decision to increase its Commitment pursuant hereto may be made by Lender in its sole and absolute discretion.

The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the ​ providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing ​ will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing ​ to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion), # the identity of each ​ or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ​”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the ​ providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the ​ have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the ​ providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental ​ shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.