Common use of Incremental Commitments Clause in Contracts

Incremental Commitments. (i) The Borrowers may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).

Incremental Commitments. (i) The Borrowers At any time and from time to time, any Borrower may request that the Lenders or, at the option of any Borrower, other financial institutions or entities selected by written notice a Borrower that would qualify as Eligible Assignees and are consented to by the Administrative Agent (whereupon which agrees not to withhold or delay such consent unreasonably) offer to enter into commitments to make and maintain Loans to the Administrative Agent shall promptly deliver a copy to each Borrowers and acquire participations in Letters of Credit under this Agreement. In the Lenders) request, from time to time (a) the extension of event that one or more term loan commitments of the Lenders or one such other financial institutions or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”)entities offer, in an aggregate their sole discretion, to enter into such commitments, and such Lenders or financial institutions or entities and the Borrowers agree as to the amount of such commitments and the upfront fees (with respect if any) to both Incremental Term Commitments be payable by the Borrowers in connection therewith, such Lenders or financial institutions or entities and Incremental Revolving Credit Commitmentsthe Borrowers shall execute and deliver a joinder agreement to this Agreement in substantially the form of Exhibit E, which joinder agreement shall (i) not to exceed $125,000,000. Each set forth the amount of Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (of such Lender or such lesser amount and/or multiples as may be agreed by the Borrowing Agent financial institution or entity and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the effective date of such joinder agreement (the “Increase Joinder Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective), which shall be a no earlier than the date not less three (3) Business Days and no more than ten five (105) Business Days after the date in which such notice is delivered of delivery of the executed joinder agreement to the Administrative Agent and (unless otherwise consented ii) include the information required to by be included in a Borrowing Request with respect to the Administrative Agent in its DMEAST #35945034 v12 47 discretion)Loan to be made pursuant to the following paragraph, if applicable. On any Joinder Effective Date for any joinder agreement, (IIi) if any Loans are then outstanding, the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, Lenders or financial institutions or other entities may party to such joinder agreement shall make a Loan to the Borrowers in a principal amount equal to its Percentage (based on, and assuming that the aggregate Commitment Amount is increased by, the Incremental Commitment set forth in such joinder agreement) of the Loans of the other Lenders then outstanding, the proceeds of which shall, notwithstanding any other provision of this Agreement to the contrary, be applied by the Borrowers and the Administrative Agent to the optional prepayment on the Joinder Effective Date of such Loans of the other Lenders then outstanding pursuant to Section 3.01(b), (ii) if there is any outstanding LC Exposure at such time, such Lender or may not be existing financial institution or other entity shall automatically, and without any further action on its part, acquire from the other Lenders but who a participation in such LC Exposure equal to its Percentage (based on, and assuming that the aggregate Commitment Amount is increased by, the Incremental Commitment set forth in such joinder agreement) of the aggregate LC Exposure at such time, and the respective participations of the other Lenders in such LC Exposure shall be Eligible Assigneesreduced accordingly to each such Lender’s Percentage (based on, and assuming that the aggregate Commitment Amount is increased by, the Incremental Commitment set forth in such joinder agreement) of the aggregate LC Exposure at such time, and (iii) subject to compliance with clauses (i) and (ii) of this paragraph, such Person shall become an Incremental Lender and Lender hereunder, holding the Incremental Commitment set forth in such joinder agreement, and bound by the terms and conditions of this Agreement. Any existing Lender approached Anything herein to provide all the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Commitments entered into pursuant to any such request shall be $20,000,000 or a portion larger multiple of $1,000,000 and (ii) the aggregate principal amount of all Incremental Commitments established after the Amendment No. 2 Closing Date shall not exceed $200,000,000. Except as otherwise expressly provided herein, the Incremental Commitments may elect or declineand the Loans made by Incremental Lenders shall have the same interest rate, participation and other fees, commitment reduction schedule (if any) and maturity date, and be subject to such conditions, as is applicable to all other Loans and Commitments hereunder and, shall be subject to, and entitled to the benefits of, the collateral security provided for herein and in its sole discretionthe other Financing Documents on an equal and ratable basis with each other Obligation. Any prepayment of the Loans pursuant to this Section 2.01(b) shall be applied first, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form the principal amount of the Loans being maintained as Base Rate Loans and substance reasonably satisfactory second, subject to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitmentterms of Section 4.04, collectively, to the “Incremental Lenders”)principal amount of the Loans being maintained as LIBO Rate Loans.

Incremental Commitments. (ia) The Borrowers may from time to time, upon written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitments by an aggregate amount not to exceed Ten Million Dollars ($10,000,000) (the “Incremental Revolver”), such that the Aggregate Revolving Loan Commitments after giving effect to such increase are no greater than Thirty Million Dollars ($30,000,000). Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent Borrower Representative and the Administrative Agent), to commit to establish all or a portion of such Incremental Revolver. Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total Final allocations of the Incremental Commitments requested Revolver shall be determined by the Borrowers and Agent after consultation with the Borrower Representative. No Lender (IIIor any successor thereto) the identity of the banks, financial institutions and other entities shall have any obligation to whom the Borrowers propose that establish all or any portion of such Incremental Commitments be allocated Revolver or to increase any other obligations under this Agreement and the amounts other Loan Documents, and any decision by a Lender to establish all or any portion of such allocationsIncremental Revolver shall be made in its sole discretion independently from any other Lender. (b) If the Lenders do not commit to establish the entire Incremental Revolver pursuant to subsection (a) of this Section 1.13, the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders), provided, however that if such Person is not an existing Lender, such Person must be acceptable to the Agent and join this Agreement as a Lender (an “Additional Lender”). (c) In the event that the Borrower desires to increase the Commitments by the Incremental Revolver, the Borrower will enter into an amendment with the Agent, those Lenders providing the Incremental Revolver and Additional Lenders, if any (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such Incremental Revolver, which banks, financial institutions or other entities may or may not be existing Lenders but who amendment shall be Eligible Assignees. Any existing Lender approached to provide all or a portion set forth any terms and conditions of the Incremental Commitments may elect or declineRevolver not covered by this Agreement as agreed by the Borrower, in its sole discretionAgent and such Lenders, and shall provide for the issuance of promissory notes to provide evidence the Incremental Revolver if requested by such Incremental Commitment. Any proposed new Lender Lenders (which notes shall enter into a joinder or other agreement constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and consistent with the terms of this Section 1.13(c) and of the other provisions of this Agreement. No consent of any Lender not committing to the Incremental Revolver is required to permit the Incremental Revolver contemplated by and otherwise complying with this Section 1.13(c) or the aforesaid amendment to effectuate the Incremental Revolver. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 9.1. (d) The increase of the Commitments by the Incremental Revolver will be subject to the satisfaction of the following conditions precedent: (i) after giving pro forma effect to such increase, no Default or Event of Default shall have occurred and be continuing and Borrowers will be in pro forma compliance with the covenants set forth in Sections 6.2 and 6.3, (ii) execution of the amendment hereto referenced in clause (c) above by Agent, the Lenders and Additional Lenders providing the Incremental Revolver and the Credit Parties, (iii) delivery to Agent of a certificate of the Secretary or an Assistant Secretary of each Credit Party, in form and substance satisfactory to Agent, certifying the resolutions of such Person’s board of directors (or equivalent governing body) approving and authorizing the Incremental Revolver (if not previously delivered to Agent), and certifying that none of the organizational documents of such Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or if modifications have occurred, certifying new copies of such organizational documents), (iv) delivery to Agent of an opinion of counsel to the Credit Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent, addressed to Agent and its counsel Lenders extending the Incremental Revolver and covering such matters as the Agent may reasonably request, and (v) receipt by Agent of such new Notes and reaffirmations of guaranties, as Agent may reasonably request, together with amendments to any Mortgages reflecting that the Incremental Revolver is secured pari passu with the Revolving Loan, and such endorsements to title policies or additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, title searches as the “Incremental Lenders”)Agent may reasonably request.

Incremental Commitments. At any time following the earlier of (ix) The Borrowers completion of the syndication of the Revolving Loan Facility (as reasonably determined by the Administrative Agent) and (y) 90 days after the Restatement Date and prior to the Revolving Facility Maturity Date, the Borrower may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy elect to each of the Lenders) request, from time request an increase to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Facility Commitments (any such new or increased Revolving Credit Commitmentincrease, an the “Incremental Revolving Credit CommitmentFacility Commitments”) and/or may request that commitments be made in respect of term loans (the “Incremental Term Facility Commitments” and together with the Incremental Revolving Facility Commitments, if any, the “Incremental Commitments”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) principal amount, collectively, not to exceed $125,000,000. Each the greatest of (x) U.S.$100.0 million, (y) U.S.$150.0 million if on a Pro Forma Basis, after giving effect to the incurrence of such Incremental Commitment shall be Term Loans or such Incremental Revolving Facility Commitments, the First Lien Leverage Ratio would not exceed 3.50 to 1.00 and (z) from and after the date that CMM has become a “Subsidiary” and a “Loan Party” in accordance with Section 5.10(e), an aggregate unlimited amount if on a Pro Forma Basis, after giving effect to the incurrence of such Incremental Term Loans or such Incremental Revolving Facility Commitments, the First Lien Leverage Ratio would not less than $5,000,000 and exceed 4.00 to 1.00, or, in each case, a lesser amount in integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent)of U.S.$5.0 million. Each Such notice delivered pursuant to this Section 3.1 shall specify (I) the date (the an “Increase Effective Increased Amount Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments Commitments, and in the case of Incremental Term Facility Commitments, the date the Incremental Term Loans, shall be effectivemade available, which shall be a date not less than ten (10) 5 Business Days (or such lesser number of days as may be agreed to by the Administrative Agent in its sole discretion) after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented to by Agent. The Borrower shall notify the Administrative Agent in its DMEAST #35945034 v12 47 discretion)writing of the identity of each Revolving Facility Lender or other financial institution (which in any event shall not be the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Administrative Agent, and in the case of any Person committing to any Incremental Revolving Facility Commitment, reasonably acceptable to the Issuing Banks and the Swingline Lenders (IIeach, an “Incremental Revolving Facility Lender,” an “Incremental Term Lender”, or generally, an “Incremental Lender”, as applicable) the total of to whom the Incremental Commitments requested by have been (in accordance with the Borrowers and (IIIprior sentence) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing ; provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such an Incremental Commitment. Any proposed Such Incremental Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Facility Commitments, such new Lender Loans in respect thereof (“Incremental Term Loans”) shall enter into be made on such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments and Incremental Term Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such Incremental Commitments and Incremental Term Loans, with the Financial Performance Covenants recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries; (iv) such increase in the Incremental Commitments shall be evidenced by one or more joinder or other agreement agreements executed and delivered to Administrative Agent by each Incremental Lender, as applicable, and each shall be recorded in form and substance the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); (v) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Incremental Commitments; (vi) the Borrower and its counsel Affiliates shall not be permitted to commit to or participate in any Incremental Commitments or make any Incremental Term Loans and (vii) if the Applicable Rate for any Incremental Term Loan exceeds the then applicable Applicable Rate for the Revolving Facility by more than 50 basis points (the excess of (A) such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Applicable Rate for the Incremental Commitment, collectively, Term Loans over (B) the Applicable Rate for the Revolving Facility plus 50 basis points being the relevant “Incremental LendersMargin Differential”), then each Applicable Rate for the Revolving Facility for each adversely affected existing Revolving Facility Commitment shall automatically be increased by the Margin Differential effective upon the making of the Incremental Term Loan. Each of the parties hereto hereby agrees that, upon the effectiveness of any joinder agreements in connection with any Incremental Commitments as described in the preceding sentence, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments and the Incremental Term Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments without the consent of any Lender.

Incremental Commitments. The 2021 Incremental Commitments of the 2021 Incremental Lender shall be automatically and permanently reduced to $0 upon the funding of the 2021 Incremental Loans to be made by it on the Fourth Incremental Facility Closing Date.” (ig) Section 2.07 of the Term Credit Agreement is hereby amended and restated in its entirety as follows: (a) The Borrowers may by written notice Borrower shall repay to the Administrative Agent (whereupon for the Administrative Agent shall promptly deliver a copy to each ratable account of the LendersAppropriate Lenders (A) requeston the last Business Day of each April, from time July, October and January, commencing with April 30, 2021, an aggregate principal amount of 2020 Replacement Term Loans equal to time $3,807,138.30 (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 10.07), and (B) on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term Loans of such Class outstanding on such date. (b) Other than with respect to any 2020 Incremental Loans, the amount of any such payment set forth in clause (a) above shall be adjusted to account for the extension addition of one any Incremental Loans, Extended Term Loans or more term loan commitments or one or more increases in any existing term loan commitments Refinancing Loans to contemplate (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (bA) the extension of one or more new Revolving Credit Commitments or one or more increases reduction in the existing Revolving Credit Commitments (aggregate principal amount of any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), Term Loans that were paid down in an aggregate amount (connection with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion incurrence of such Incremental Commitments be allocated Loans, Extended Term Loans or Refinancing Loans, and (B) any increase to payments to the extent and as required pursuant to the terms of any applicable Incremental Amendment, Extension Amendment or Refinancing Amendment.” (h) Section 6.16 of the Term Credit Agreement is hereby amended by inserting the following new sentence at the end thereof: “Use the proceeds of any 2021 Incremental Loans incurred on the Fourth Incremental Facility Closing Date (i) to pay the fees and expenses related to the Fourth Amendment and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion incurrence of the 2021 Incremental Commitments may elect or decline, Loans and (ii) to fund the 2021 Refinancing (as defined in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”Fourth Amendment).”

Incremental Commitments. (ia) The Borrowers Company may on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy to each of the Lenders), request that (i) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount Commitments and/or (with respect to both ii) Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be established, in each case in an aggregate amount not less than $5,000,000 25,000,000; provided that the aggregate amount of all Incremental Commitments established hereunder during the term of this Agreement shall not exceed $200,000,000. Such notice shall set forth (i) the amount of the Incremental Revolving Commitments or the Incremental Term Commitments, as applicable, being requested and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (Iii) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed such Incremental Revolving Commitments shall be effectiveor Incremental Term Commitments, as applicable, are requested to become effective (which shall be a date not less fewer than ten (10) Business Days 10 days or more than 30 days after the date in which of such notice is delivered to the Administrative Agent (unless otherwise consented to or such other date as shall be mutually agreed by the Administrative Agent in its DMEAST #35945034 v12 47 discretionand the Company), (II) the total of the . Incremental Commitments requested may be provided by any Lender or by one or more banks or other financial institutions identified by the Borrowers and Company; provided that (IIIA) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all any Incremental Revolving Commitment or a portion of the Incremental Commitments Term Commitment may elect or decline, in its sole discretion, to provide such Incremental CommitmentRevolving Commitment or Incremental Term Commitment and (B) any Person that the Company proposes to become an Incremental Lender, if such Person is not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, each Issuing Bank (which approval shall not be unreasonably withheld). The Company and each Incremental Lender shall execute and deliver an Incremental Commitment Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender and/or its status as a Lender hereunder. (b) The terms and conditions of any Incremental Revolving Commitment and loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and the Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans. The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Commitment Agreement, identical to those of the Term Commitments and the Term Loans; provided that (i) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the Terms Loans and (ii) no Incremental Term Loan shall mature prior to the Maturity Date. Any proposed new Incremental Term Commitments established pursuant to an Incremental Commitment Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. (c) On the effective date of any Incremental Revolving Commitments (the “Incremental Revolving Commitment Effective Date”), (i) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Loans”) immediately prior to giving effect to such Incremental Revolving Commitment Effective Date shall be deemed to be paid, (ii) each Incremental Revolving Lender that shall enter into have been a joinder or other agreement in form and substance reasonably satisfactory Revolving Lender prior to the Incremental Revolving Commitment Effective Date shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Incremental Revolving Commitments), multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and its counsel (B) the product of (1) such additional Eligible Assignees becoming Lenders Lender’s Applicable Percentage (calculated without giving effect to the Incremental Revolving Commitments), multiplied by (2) the amount of the Initial Loans, (iii) each Incremental Revolving Lender that shall not have been a Revolving Lender prior to the Incremental Revolving Commitment Effective Date shall pay to the Administrative Agent in same day funds an amount equal to the product of (1) such Incremental Revolving Lender’s Applicable Percentage (calculated after giving effect to the Incremental Revolving Commitments) multiplied by (2) the amount of the Subsequent Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and any existing Lenders providing (iii) above, the Administrative Agent shall pay to each Revolving Lender that is not an Incremental Revolving Lender the portion of such funds that is equal to the excess of (A) the product of (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the Incremental Revolving Commitments) multiplied by (2) the amount of the Initial Loans, over (B) the product of (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the Incremental Revolving Commitments) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Incremental Revolving Commitments, the Company shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Incremental Revolving Commitments) and (vii) the Company shall pay each Revolving Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each LIBOR Loan and EURIBOR Loan shall be subject to indemnification by the Company pursuant to the provisions of Section 2.15 if the Incremental Revolving Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. In the case of any Incremental Revolving Commitments that have become effective at a time when Loans denominated in both Euro and US Dollars shall be outstanding, the amounts payable by the Revolving Lenders pursuant to this paragraph shall be paid in Euro and US Dollars in proportion to the principal amounts of the Euro and US Dollar denominated Revolving Loans outstanding on the Incremental Revolving Commitment Effective Date. (d) Incremental Commitments established pursuant to this Section shall become effective on the date specified in the notice delivered by the Company pursuant to the second sentence of paragraph (a) above. (e) Notwithstanding the foregoing, no Incremental Commitments shall become effective under this Section unless, (i) on the date of effectiveness thereof, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (without giving effect to the phrase “As of the date hereof,” in Section 3.06 or 3.07(b)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the chief financial officer of the Company and (ii) the Administrative Agent shall have received documents consistent with those delivered under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Company to borrow hereunder after giving effect to such Incremental Commitment. Each Incremental Commitment Agreement may, without the consent of any Lender other than the applicable Incremental Lenders, effect, by amendment or amendment and restatement, such mechanical amendments (which shall not include amendments to or waivers under Articles V, VI or VII) to this Agreement and the other Loan Documents (including provisions hereof or thereof that would otherwise require the consent of all Lenders) as may be necessary or appropriate, in the opinion of the Administrative Agent, to provide for the applicable Incremental Commitments and the loans and other extensions of credit thereunder and otherwise to give effect to the provisions of this Section, including any amendment necessary to treat the applicable Incremental Term Commitments and Incremental Term Loans as a new “Class” of commitments and loans hereunder; provided that no such Incremental Commitment Agreement shall effect any amendment or waiver referred to in Section 9.02(b)(2)(i), (ii) or (iii), or any other amendment or waiver that by the terms of this Agreement requires the consent of each Lender affected thereby (except to the extent each required consent shall have been obtained). (f) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of and benefits accruing to, and bound by all agreements, acknowledgements and other obligations of, a Lender (or a Lender in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents and (ii) in the case of any Incremental Revolving Commitment, collectively(A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (B) the aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. (g) Subject to the terms and conditions set forth herein and in the applicable Incremental Lenders”)Commitment Agreement, each Lender holding an Incremental Term Commitment shall make a loan to the Company in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Commitment Agreement. (h) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to in Section 2.09(a) and of the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof (including each amendment effected pursuant to an Incremental Commitment Agreement) and, in the case of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto.

Incremental Commitments. (ia) The Borrowers Borrower may by written notice to the Administrative Agent elect to request (whereupon x) prior to the Administrative Agent shall promptly deliver a copy Revolving Commitment Termination Date, an increase to each of the Lendersexisting Revolving Commitments (each, an “Incremental Revolving Commitment”, and any such increase, an “Incremental Revolving Facility”) request, from time to time and/or (ay) the extension establishment of one or more term loan commitments or one or more increases in any existing new term loan commitments (any such new or increased term loan commitmenteach, an “Incremental Term Commitment” (and together with the Incremental Revolving Commitments, the “Incremental Commitments”) ), and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitmentincrease, an “Incremental Term Facility” and, together with any Incremental Revolving Credit CommitmentFacility, the “Incremental Facilities”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in by an aggregate amount not less in excess of the Incremental Available Amount; provided that, with respect to any Incremental Term Commitment the primary purpose of which is to finance a Permitted Acquisition or similar Investment permitted by this Agreement, whose consummation is not conditioned on the availability of, or on obtaining, financing, the Incremental Ratio Amount may, at the Borrower’s option, be tested on a pro forma basis giving effect to such Permitted Acquisition or similar Investment, as applicable, at the time the definitive agreements for such Permitted Acquisition or similar Investment, as applicable, are entered into rather than $5,000,000 at the time of incurrence of the Incremental Term Loans (and, in connection with any subsequent calculation of such ratio or any incurrence ratio under Section 7.01(a)(xxiii) prior to the consummation or termination of such Permitted Acquisition or similar Investment, as applicable, such ratio shall be calculated on a pro forma basis giving effect to such Permitted Acquisition or similar Investment, as applicable, and integral multiples thereof other transactions in connection therewith (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent including any incurrence of Indebtedness and the Administrative Agentuse of proceeds thereof)). Each such notice delivered pursuant to this Section 3.1 shall specify (Ii) the date (the each, an “Increase Effective Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented or such shorter period as may be agreed to by the Administrative Agent in its DMEAST #35945034 v12 47 sole discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (IIIii) the identity of the banks, financial institutions and other entities each Lender to whom the Borrowers propose that Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any ; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender Each Incremental Commitment shall enter into a joinder be in an aggregate amount of $10,000,000 or other agreement any whole multiple of $1,000,000 in form and substance reasonably satisfactory to excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Administrative Agent aggregate limit in respect of Incremental Commitments set forth in above). The proceeds in connection with any Incremental Commitment may be used by the Borrower and its counsel (such additional Eligible Assignees becoming Lenders Subsidiaries for working capital and other general corporate purposes, including the financing of Permitted Acquisitions and other Investments and any existing Lenders providing an Incremental Commitment, collectively, other use not prohibited by the “Incremental Lenders”)Loan Documents.

Incremental Commitments. The US Borrower may at any time or from time to time after the Restatement Effective Date (i) The Borrowers may but prior to the Latest Maturity Date), by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term CommitmentLoan Request”) and ), request (bi) the extension establishment of one or more new Revolving term loan commitments, which may be in the same Credit Commitments Facility as any outstanding Term Loans of an existing Class of Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (ii) one or more increases in the amount of the Revolving Commitments of an existing Class of Revolving Credit Commitments (a “Revolving Commitment Increase”) or the establishment of one or more new revolving commitments (any such new or increased revolving commitments, collectively with any Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectivelyIncreases, the “Incremental LendersRevolving Commitments”; the Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”) in an aggregate principal amount not to exceed, as of any date of determination, the sum of (A) $400,000,000 less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (A) of Section 6.01(r) at or prior to such time, plus (B) the aggregate amount of voluntary prepayments of Term Loans made pursuant to Section 2.10(a) and prepayments of Revolving Loans made in connection with a permanent repayment and termination of corresponding Revolving Commitments prior to such time (in each case, other than any such voluntary prepayments made with the proceeds of Indebtedness), less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (B) of Section 6.01(r) at or prior to such time, plus (C) additional amounts so long as the Consolidated First Lien Leverage Ratio, determined on a pro forma basis as of the last day of the most recently ended Test Period, as if any Incremental Term Loans or Incremental Revolving Loans, as applicable, available under such Incremental Commitments had been outstanding on the last day of such period (but without giving effect to any amount incurred simultaneously under the immediately preceding clauses (A) and (B)), and, in each case, with respect to any Incremental Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder , does not exceed 2.50:1.00; provided that, to the extent the proceeds of any Incremental Term Loans or Incremental Term Commitments are intended to be applied to finance a Limited Condition Acquisition, the Consolidated First Lien Leverage Ratio shall be tested in accordance with Section 1.08(c). Notwithstanding anything herein to the contrary, no Incremental Amendment shall increase the Dollar Equivalent of the aggregate principal amount of the Revolving Loans that may be made to (1) the Canadian Borrower to an amount in excess of $40,000,000 and (2) the UK Borrower to an amount in excess of $10,000,000, unless the nominal principal amount of the Goderich Mine Mortgage is increased by an amount equal to such Dollar Equivalent increase plus 20% of such Dollar Equivalent increase.

Incremental Commitments. At any time following the earlier of (ix) The Borrowers completion of the syndication of the Revolving Loan Facility (as reasonably determined by the Administrative Agent) and (y) 90 days after the Closing Date and prior to the Revolving Facility Maturity Date, the Borrower may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy elect to each of the Lenders) request, from time request an increase to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Facility Commitments (any such new or increased Revolving Credit Commitmentincrease, an the “Incremental Revolving Credit CommitmentFacility Commitments”) and/or may request that commitments be made in respect of term loans (the “Incremental Term Facility Commitments” and together with the Incremental Revolving Facility Commitments, if any, the “Incremental Commitments”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) principal amount, collectively, not to exceed the greater of (x) U.S. $125,000,000. Each 50.0 million and (y) U.S. $100.0 million if on a Pro Forma Basis, after giving effect to the incurrence of such Incremental Commitment shall be Term Loans or such Incremental Revolving Facility Commitments, the First Lien Leverage Ratio would not exceed 3.50 to 1.00, or, in an aggregate each case, a lesser amount not less than $5,000,000 and in integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent)of U.S. $5.0 million. Each Such notice delivered pursuant to this Section 3.1 shall specify (I) the date (the an “Increase Effective Increased Amount Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments Commitments, and in the case of Incremental Term Facility Commitments, the date the Incremental Term Loans, shall be effectivemade available, which shall be a date not less than ten (10) 5 Business Days (or such lesser number of days as may be agreed to by the Administrative Agent in its sole discretion) after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented to by Agent. The Borrower shall notify the Administrative Agent in its DMEAST #35945034 v12 47 discretion)writing of the identity of each Revolving Facility Lender or other financial institution (which in any event shall not be the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Administrative Agent, and in the case of any Person committing to any Incremental Revolving Facility Commitment, reasonably acceptable to the Issuing Banks and the Swingline Lenders (IIeach, an “Incremental Revolving Facility Lender,” an “Incremental Term Lender”, or generally, an “Incremental Lender”, as applicable) the total of to whom the Incremental Commitments requested by have been (in accordance with the Borrowers and (IIIprior sentence) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing ; provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such an Incremental Commitment. Any proposed Such Incremental Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Facility Commitments, such new Lender Loans in respect thereof (“Incremental Term Loans”) shall enter into be made on such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments and Incremental Term Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such Incremental Commitments and Incremental Term Loans, with the covenants contained in Section 6.10 and Section 6.11 recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries; (iv) such Incremental Commitments shall be evidenced by one or more joinder or other agreement agreements executed and delivered to Administrative Agent by each Incremental Lender, as applicable, and each shall be recorded in form and substance the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); (v) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Incremental Commitments; (vi) the Borrower and its counsel Affiliates shall not be permitted to commit to or participate in any Incremental Commitments or make any Incremental Term Loans and (vii) if the Applicable Margin for any Incremental Term Loan exceeds the then applicable Applicable Margin for the Revolving Facility by more than 50 basis points (the excess of (A) such additional Eligible Assignees becoming Lenders Applicable Margin for the Incremental Term Loans over (B) the Applicable Margin for the Revolving Facility plus 50 basis points being the relevant “Margin Differential”), then each Applicable Margin for the Revolving Facility for each adversely affected existing Revolving Facility Commitment shall automatically be increased by the Margin Differential effective upon the making of the Incremental Term Loan. Each of the parties hereto hereby agrees that, upon the effectiveness of any joinder agreements in connection with any Incremental Commitments as described in the preceding sentence, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and any existing Lenders providing an terms of the Incremental CommitmentCommitments and the Incremental Term Loans evidenced thereby, collectivelyand the Administrative Agent, the “Collateral Agent and the Borrower may revise this Agreement to evidence such amendments without the consent of any Lender that is not providing such Incremental Lenders”)Commitments or Incremental Term Loans.

Incremental Commitments. (ia) The At any time prior to January 7, 2011 Borrowers may from time to time, upon written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitments by an aggregate amount not to exceed Ten Million Dollars ($10,000,000) (the “Incremental Revolver”), such that the Aggregate Revolving Loan Commitments after giving effect to such increase are no greater than Thirty-Five Million Dollars ($35,000,000). Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent Borrower Representative and the Administrative Agent), to commit to establish all or a portion of such Incremental Revolver. Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total Final allocations of the Incremental Commitments requested Revolver shall be determined by the Borrowers and Agent after consultation with Borrowers. No Lender (IIIor any successor thereto) the identity of the banks, financial institutions and other entities shall have any obligation to whom the Borrowers propose that establish all or any portion of such Incremental Commitments be allocated Revolver or to increase any other obligations under this Agreement and the amounts other Loan Documents, and any decision by a Lender to establish all or any portion of such allocationsIncremental Revolver shall be made in its sole discretion independently from any other Lender. (b) If the Lenders do not commit to establish the entire Incremental Revolver pursuant to subsection (a) of this Section 1.16, the Borrowers may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders), provided, however that if such Person is not an existing Lender, such Person must be reasonably acceptable to the Agent and join this Agreement as a Lender (an “Additional Lender”). (c) In the event that the Borrowers desire to increase the Commitments by the Incremental Revolver, the Borrowers will enter into an amendment with the Agent, those Lenders providing the Incremental Revolver and Additional Lenders, if any (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such Incremental Revolver, which banks, financial institutions or other entities may or may not be existing Lenders but who amendment shall be Eligible Assignees. Any existing Lender approached to provide all or a portion set forth any terms and conditions of the Incremental Revolver not covered by this Agreement as agreed by the Borrowers, Agent and such Lenders, and shall provide for the issuance of promissory notes to evidence the Incremental Revolver if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and consistent with the terms of this Section 1.16(c) and of the other provisions of this Agreement. No consent of any Lender not committing to the Incremental Revolver is required to permit the Incremental Revolver contemplated by and otherwise complying with this Section 1.16(c) or the aforesaid amendment to effectuate the Incremental Revolver. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 9.1. (d) The increase of the Commitments may elect by the Incremental Revolver will be subject to the satisfaction of the following conditions precedent: (i) after giving pro forma effect to such increase, no Default or declineEvent of Default shall have occurred and be continuing and Borrowers will be in pro forma compliance with the covenants set forth in Article VI, (ii) execution of the amendment hereto referenced in its sole discretionclause (c) above by Agent, the Lenders and Additional Lenders providing the Incremental Revolver and the Credit Parties, (iii) delivery to provide such Incremental Commitment. Any proposed new Lender shall enter into Agent of a joinder certificate of the Secretary or other agreement an Assistant Secretary of each Credit Party, in form and substance reasonably satisfactory to Agent, certifying the Administrative resolutions of such Person’s board of directors (or equivalent governing body) approving and authorizing the Incremental Revolver (if not previously delivered to Agent), and certifying that none of the organizational documents of such Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or if modifications have occurred, certifying new copies of such organizational documents), (iv) delivery to Agent of an opinion of counsel to the Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to Agent and its counsel Lenders extending the Incremental Revolver and covering such matters as the Agent may reasonably request, (v) receipt by Agent of such new Notes and reaffirmations of guaranties and Liens, as Agent may reasonably request, together with amendments to any Mortgages reflecting that the Incremental Revolver is secured pari passu with the Revolving Loan, and such endorsements to title policies or additional Eligible Assignees becoming Lenders title searches as the Agent may reasonably request and any (vi) the Incremental Revolver shall be provided on the same terms and conditions as the existing Lenders providing an Incremental CommitmentRevolving Loan Commitments (including without limitation as to fees, collectivelyabsence of original issue discount, the “Incremental Lenders”interest rates and maturity).

Incremental Commitments. (ia) The Borrowers Borrower may on one or more occasions, by written notice to the Administrative Agent Agent, establish any Incremental Commitments, provided that the aggregate amount of all Incremental Commitments to be established hereunder on any date shall not exceed during the term of this Agreement the sum of (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lendersx) request, from time to time $750,000,000 and (ay) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term of Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agentterminated under Section 2.18(b). Each such notice delivered pursuant to this Section 3.1 shall specify (Ii) the date (the “Increase Effective Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments shall be effective, which date shall not be a date not less than ten (10) five Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionAgent), (IIii) the total amount of the Incremental Commitments requested by the Borrowers to be established and (IIIiii) the identity of the banks, financial institutions and other entities each Person proposed to whom the Borrowers propose become an Incremental Lender in connection therewith (it being agreed that (x) any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the any Incremental Commitments Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (y) any Person that the Borrower proposes to be an Incremental Lender, if such Person is not then a Lender, must, if such approval would then be required under Section 9.04 for an assignment to such Person of a Commitment. Any proposed new , be approved by the Administrative Agent, each Issuing Bank and the Swingline Lender (each such approval not to be unreasonably withheld, delayed or conditioned). (b) The terms and conditions of any Incremental Commitment and Loans and other extensions of credit to be made thereunder shall enter into be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a joinder single Class with the Revolving Commitments and Revolving Loans; provided that the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such fees with respect to the other agreement Revolving Commitments. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (i) at the time of effectiveness of such Incremental Commitments and after giving effect thereto (A) no Default shall have occurred and be continuing or would result therefrom and (B) the representations and warranties of the Borrower set forth in form Article III are true and substance reasonably satisfactory correct in all material respects, in each case, on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case to the effect that such representation and warranty is true and correct in all material respects on and as of such prior date, and (ii) the Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer of the Borrower confirming the satisfaction of the conditions set forth in clauses (i)(A) and (i)(B) above and (B) such legal opinions, board resolutions, secretary’s certificates and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered on the Effective Date under Section 4.01) by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to 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 give effect to the provisions of this Section. The Administrative Agent agrees that its counsel consent to any amendment to this Agreement or any other Loan Document as contemplated above, or to the form and substance of any Incremental Facility Agreement, will not be unreasonably withheld, delayed or conditioned. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such additional Eligible Assignees becoming Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and any existing shall be bound by all agreements, acknowledgements and other obligations of Lenders providing an hereunder and under the other Loan Documents, (ii) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (iii) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Commitment, collectivelyin each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Revolving Exposure of the Incremental Lender holding such Incremental Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental LendersCommitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Administrative Agent in same day funds an amount (so long as such amount is greater than zero) equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Incremental Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Administrative Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds (so long as such portion is greater than zero) that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Incremental Commitments, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Commitments) and (vii) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Incremental Commitments occurs other than on the last day of the Interest Period relating thereto. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.20(a) and of the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof and of the Applicable Percentages of the Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.20(e).

Incremental Commitments. (i) The Borrowers Loan Parties may at any time or from time to time after the Closing Date, by written notice to the Administrative Agent (an “Incremental Request”), request (i) one or more new commitments which shall be in the same Facility as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) under this Agreement, (ii) one or more new term loans in a separate facility from the Facilities and that are either unsecured or secured on a pari passu or junior lien basis to the Facilities (the “Other Commitments” and the loans in respect thereof, the “Other Term Loans”), (iii) one or more series of pari passu first lien secured, junior lien secured or unsecured notes (the “Other Notes”), (iv) one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”), and (v) one or more new Classes of Revolving Credit Loans (the “Additional Revolving Commitments” and together with the Revolving Commitment Increase, the “Incremental Revolving Commitments and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request. Notwithstanding anything herein to the contrary, from the Lenders party to this Agreement at the time to time (a) of delivery of the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed written notice by the Borrowing Agent and Loan Parties to the Administrative Agent). Each notice delivered Agent pursuant to this Section 3.1 2.14(a) shall specify have the right, on a pro rata basis, to (Ii) make an initial offer with respect to any such Other Commitments and/or Incremental Commitments (and the date Indebtedness to be incurred in respect thereof) within five Business Days of receipt of such written notice and (ii) in the “Increase Effective Date”) on which event such initial offer is not accepted by the Borrowers propose Borrower or its applicable Restricted Subsidiary (provided that the proposed Incremental Commitments Lead Borrower shall be effective, which deemed to have rejected such offer unless it shall be a date not less than ten (10) accept the same in writing within five Business Days after the date in which having received such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretioninitial offer), (II) the total of the provide any such Other Commitments and/or Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, Indebtedness to be incurred in respect thereof) on the same terms as those being offered from any other financial institutions institution or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)lending source.

Incremental Commitments. (ia) The Borrowers may by written notice to So long as the Administrative Agent (whereupon Incremental Commitment Request Requirements are satisfied at the Administrative Agent shall promptly deliver a copy to each time of the Lenders) delivery of the request, the Borrower may, with the consent of, and in coordination with, the Agent, request at any time and from time to time after the Amendment Effective Date and prior to the date the Total Commitments have been terminated, that the Lenders provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Loans pursuant thereto; it being understood and agreed, however, that: (ai) no Lender shall be obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion (such discretion to be exercised reasonably) to provide an Incremental Commitment and executed and delivered to the Agent an Incremental Commitment Agreement in respect thereof as provided in Clause 2.3(b), such Lender shall not be obligated to fund its participation in any Loan in excess of its Commitment as in effect prior to giving effect to such Incremental Commitment provided pursuant to Clause 2.3(b) below; (ii) no Lender may provide an Incremental Commitment without the consent of all other Lenders; (iii) each provision of an Incremental Commitment on a given date pursuant to Clause 2.3(b) below shall be in a minimum aggregate amount (for all Lenders) of at least $25,000,000 and in integral multiples of $25,000,000 in excess thereof; (iv) the extension aggregate amount of one or more term loan commitments or one or more increases in any existing term loan commitments all Incremental Commitments provided pursuant to Clause 2.3(b) below, shall not exceed $200,000,000; and (any such new or increased term loan commitmentv) all Loans made pursuant to Incremental Commitments (and all interest, an “Incremental Term Commitment”fees and other amounts payable thereon) shall be obligations under this Agreement and the other applicable Finance Documents. (b) At the extension time of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, provision of an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 Clause 2.3, the Borrower, the Guarantors, the Lenders and the Agent shall specify (I) execute and deliver to the Agent an Incremental Commitment Agreement, with the effectiveness of such Incremental Commitment to occur on the date (the “Increase Effective Incremental Commitment Date”) set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the Borrowers propose that the proposed Incremental Commitments time of such effectiveness shall be effectivehave been paid (including, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionor any Affiliate thereof), (IIx) all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in this Clause 2.3(b) shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the total of the Incremental Commitments requested under, and for all purposes of, this Agreement shall be increased by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion aggregate amount of such Incremental Commitments Commitments, and (ii) to the extent requested by any Lender, Notes will be allocated and issued, at the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretionBorrower’s expense, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Lender.

Incremental Commitments. (ia) The Term Borrowers may on one or more occasions, by written notice to the Administrative Agent Agent, request Incremental Commitments from one or more Incremental Lenders, which may include any existing Lender; provided that (whereupon i) no Lender shall be required to provide any Incremental Commitment and (ii) each Incremental Lender shall be subject to the approval of the Administrative Agent and the Term Borrowers (which approvals shall promptly deliver a copy to each not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Lenders) request, from time Incremental Commitments being requested (which shall not exceed the then-current Incremental Commitment Amount and shall be in minimum increments of $5,000,000 and a minimum amount of $20,000,000 or equal to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “remaining Incremental Term Commitment”Commitment Amount) and (bii) the extension of one or more new Revolving Credit date on which such Incremental Commitments or one or more increases in the existing Revolving Credit Commitments are requested to become effective (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) which shall not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof five (or 5) Business Days nor more than 60 days after the date of such lesser amount and/or multiples as notice (which time periods for notice may be agreed by modified or waived at the Borrowing Agent and discretion of the Administrative Agent)). All loans made pursuant to any Class of Incremental Commitments established under this Section 2.12 are referred to herein as “Other Term Loans” and will rank pari passu or junior in right of payment and security with the Initial Term Loans and will, if pari passu in right of security with the Initial Term Loans, benefit equally and ratably with the Initial Term Loans from the Liens under the Collateral Agreements. Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered Class of Other Term Loans will have terms and conditions substantially identical to the Administrative Agent Initial Term Loans (unless other than with respect to pricing, amortization and maturity) and otherwise consented will be on terms and subject to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance conditions reasonably satisfactory to the Administrative Agent and its counsel the Term Borrowers. (b) The Term Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the Other Term Loans to be made thereunder; provided that, without the prior written consent of Lenders holding a majority of the principal amount of the outstanding Initial Term Loans, (i) the Other Term Loans shall mature no earlier than the Initial Term Maturity Date and will have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans and (ii) if the interest rate spread applicable to any Other Term Loans (which, for this purpose, shall be deemed to include all upfront or similar fees or original issue discount (collectively, “Upfront Payments”) and any pricing “floor” applicable to such Other Term Loans), but excluding any underwriting, arrangement, structuring or other fees payable in connection therewith that are not generally shared with the Lenders, in each case, paid to the Incremental Lenders in respect of such Other Term Loans, exceeds the interest rate spread applicable to the Initial Term Loans (taking into account the Upfront Payments paid to the Lenders in respect of the establishment of the Initial Term Loans and any pricing “floor” applicable to the Initial Term Loans) by more than 0.50%, then the interest rate spread applicable to the Initial Term Loans (after taking into account Upfront Payments made in respect of the establishment of the Initial Term Loans and any pricing “floor” applicable to the Initial Term Loans) shall be increased so that it equals the interest rate spread applicable to the Other Term Loans (after taking into account Upfront Payments made in respect of the establishment of the Other Term Loans and any pricing “floor” applicable to the Other Term Loans) less 0.50%. For purposes of the foregoing, any original issue discount associated with the Initial Term Loans or any Other Term Loans will be converted to an interest rate spread equivalent by dividing the percentage amount of such original issue discount by the lesser of (A) the Weighted Average Life to Maturity of such Loans and (B) four. (c) Each Incremental Assumption Agreement shall require the consent of only the Term Borrowers, the Administrative Agent and the Incremental Lenders providing the applicable Other Term Loans, but, in each case, not the consent of any other Lender. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and the other Loan Documents shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Term Loans evidenced thereby, including the amount and final maturity thereof, any provisions relating to amortization and the interest to accrue and be payable thereon and any fees to be payable in respect thereof, and to effect such other changes (including changes to the provisions of Sections 4.09, 10.06 and 10.12, the definition of “Required Lenders” and any other provisions of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under the Loan Documents or make any determination or grant any consent under the Loan Documents) as the Term Borrowers and the Administrative Agent shall deem necessary or advisable in connection with the establishment of such Other Term Loans; provided, however, that the foregoing provisions of this paragraph shall not override (or be construed to override) the requirements of clause (b) of Section 10.12(a)(iii), with any additional Eligible Assignees becoming credit facilities intended to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and related Revolving Obligations to be subject to the prior consent of the Required Revolving Lenders and the Required Term Lenders in the circumstances contemplated by such clause (b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Term Borrowers’ consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (d) Notwithstanding the foregoing, no Incremental Assumption Agreement shall become effective under this Section 2.12 unless (i) on the date of such effectiveness and after giving effect to the making of any existing Other Term Loans contemplated thereby the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied, (ii) all fees owing in respect of such Incremental Commitments to the Administrative Agent and the Lenders providing an and all expenses in respect of such Incremental CommitmentCommitments that the Term Borrowers are required to reimburse have been paid in full and (iii) the Administrative Agent shall have received legal opinions, collectivelyboard resolutions and other closing certificates and documentation as it shall reasonably request relating to such Other Term Loans, consistent with those delivered on the “Effective Date pursuant to Section 5.01. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Lenders”)Assumption Agreement.

Incremental Commitments. (ia) The Borrowers may Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed in the aggregate the Incremental Amount from one or more Incremental Term Lenders (whereupon which may include any existing Lender) willing to provide such Incremental Term Loan Commitments in their own discretion; provided, that each Incremental Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Term Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested and (ii) the date on which such Incremental Term Loan Commitments are requested to become effective. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall promptly deliver a copy reasonably specify to each evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Assumption Agreement shall specify that from and after the effectiveness of the LendersIncremental Assumption Agreement and the funding thereunder, the associated Incremental Term Loans shall thereafter be Term A Loans. or Term A-1 Loans, as the case may be. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) requestnecessary, which includes amending Section 2.10, to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.20 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, provided that in the event that the Incremental Term Loan Commitments are used to finance a Permitted Business Acquisition, the condition regarding the accuracy of representations and warranties set forth in paragraph (b) of Section 4.01 shall be limited to customary “specified representations” and those representations included in the related acquisition agreement that are material to the interests of the Lenders and only to the extent that the Borrower has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations, and the condition regarding the absence of a Default or Event of Default required by paragraph (c) of Section 4.01 shall be made by the Borrower at the time of the execution of the relevant acquisition agreement related to such Permitted Business Acquisition, (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date under Section 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans are secured by the Collateral ratably with the existing Term A Loans and (iii) the Borrower shall be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans are in the form of additional Term A Loans or Term A-1 Loans, as applicable, when originally made, and are included in each Borrowing and repayment (including pursuant to Section 2.10(a)(i)) of outstanding Term A Loans or Term A-1 Loans, as applicable, on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Lenders to effect the foregoing. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (j) of this Section 2.20)) or any other Loan Document, pursuant to one or more offers made from time to time by the Borrower to all Lenders on a pro rata basis (a“Extension Offers”), the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term A Loans to each such Lender and to otherwise modify the terms of such Lender’s Term A Loans pursuant to the terms of the relevant Extension Offer (including increasing the interest rate or fees and/or modifying the amortization schedule in respect thereof). Any such extension (an “Extension”) agreed to between the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (Borrower and any such new or increased term loan commitmentLender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender (if such Lender is extending an existing Term A Loan (such extended Term A Loan, an “Incremental Extended Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit CommitmentLoan”), in an aggregate amount . (with respect to both Incremental Term Commitments f) The Borrower and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment each Extending Lender shall be in an aggregate amount not less than $5,000,000 execute and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered deliver to the Administrative Agent (unless otherwise consented to by an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans; provided that (i) except as to interest rates, fees, amortization, final maturity date and participation in its DMEAST #35945034 v12 47 discretionprepayments (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans shall have (IIx) the total of same terms as the Incremental Commitments requested by the Borrowers and Term A Loans or (IIIy) the identity of the banks, financial institutions and such other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who terms as shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be later than the Term A Facility Maturity Date, (iii) the weighted average life to maturity of any Extended Term Loans shall be longer than the remaining weighted average life to maturity of the Term A Loans, and (iv) other than as set forth in Section 2.11(g), any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and its counsel furnished to the other parties hereto. (g) Upon the effectiveness of any such additional Eligible Assignees becoming Lenders Extension, the applicable Extending Lender’s Term A Loan (or applicable portion thereof) will be automatically designated an Extended Term Loan. For purposes of this Agreement and any existing Lenders providing the other Loan Documents, if such Extending Lender is extending a Term A Loan (or portion thereof), such Extending Lender will be deemed to have an Incremental CommitmentTerm Loan having the terms of such Extended Term Loan. (h) [Reserved]. (i) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.20), collectively(i) the aggregate amount of Extended Term Loans, will not be included in the “calculation of the Incremental Lenders”Amount, (ii) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (iii) except as set forth in the applicable Extension Offer, any Extending Lender may extend all or any portion of its Term A Loans pursuant to one or more Extension Offers (subject to applicable proration in the case of overparticipation) (including one or more extensions of any Extended Term Loan), (iv) there shall be no condition precedent to any Extension of any Term A Loan at any time or from time to time other than (A) delivery of notice to the Administrative Agent of such Extension and the terms of the Extended Term Loans implemented thereby and (B) a representation by the Borrower in the applicable Incremental Assumption Agreement that the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the effective date of such Extension, with the same effect as though made on and as of such date, except to the extent any such representation or warranty expressly relates to an earlier date (in which case such representation or warranty was true and correct in all material respects as of such earlier date), (v) no consent of any Lender or Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured on a pari passu basis with the Term A Loans and (vii) no Lender shall be required to consent to any extension of any Loan and/or Commitment (or any portion thereof), which consent shall be in each Lender’s sole discretion.

Incremental Commitments. (ia) The Borrowers Company and any one or more Banks (including New Banks) may from time to time agree that such Banks shall make, obtain or increase the amount of their Commitments (“Incremental Commitments”), by written notice executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such Incremental Commitment and (ii) the Increased Facility Closing Date; provided that, immediately prior to and after giving effect to any such increase in the Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by the Company in or pursuant to the Credit Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality or “Material Adverse Effect”, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality or “Material Adverse Effect”, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of Incremental Commitments obtained after the Restatement Effective Date pursuant to this paragraph shall not exceed $100,000,000, (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000 and (iii) all Incremental Commitments shall be documented solely as an increase to the Commitments, all Loans under Incremental Commitments (“Incremental Loans”) shall be identical to the Loans, and the terms and provisions of the Incremental Commitments and Incremental Loans shall be no more favorable than those applicable to the Commitments and Loans, respectively, including, without limitation, in respect of any interest rate margin applicable to any such Incremental Loans and any undrawn commitment fee payable to any Bank or New Bank (as defined below) in connection with such Incremental Commitments. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.21(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial [[DMS:6095583v3:05/23/2023--01:55 PM]] institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Company shall borrow Loans under the relevant increased Commitments from each Bank (including New Banks) participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Term SOFR Loans, of each Term SOFR Tranche) which would then have been outstanding from such Bank if (i) each such Type or Term SOFR Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Term SOFR Tranche requested to be so borrowed or effected had been proportionately increased. The Term SOFR applicable to any Term SOFR Loan borrowed pursuant to the preceding sentence shall equal the Term SOFR then applicable to the Term SOFR Loans of the other Banks in the same Term SOFR Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Company and the relevant Bank). If on such Increased Facility Closing Date there are any Loans outstanding, the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on take those steps which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declineit deems, in its sole discretiondiscretion and in consultation with the Company, necessary and appropriate to provide result in each Bank (including each New Bank) having a pro-rata share of the outstanding Loans based on each such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement Bank’s Commitment Percentage immediately after giving effect to such increase in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Commitments.

Incremental Commitments. (a) The Borrowers and any one or more Lenders (including New Lenders) may from time to time prior to the Initial Revolving Termination Date agree that such Lenders shall make, obtain or increase the amount of their Revolving Commitments (each, a “Commitment Increase”) by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) The the amount of such increase and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Revolving Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the Maximum Permitted Increase Amount, and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than five Increased Facility Closing Dates may be selected by the Borrowers may by written notice after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Parent Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the Administrative Agent same extent as if originally a party hereto and shall promptly deliver a copy be bound by and entitled to the benefits of this Agreement. (c) Upon each Increased Facility Closing Date, the Borrowers shall (A) prepay the outstanding Revolving Loans (if any) in full, (B) simultaneously borrow new Revolving Loans hereunder in an amount equal to such prepayment (in the case of Eurodollar Loans, with Eurodollar Base Rates equal to the Lendersoutstanding Eurodollar Base Rate and with Interest Period(s) requestending on the date(s) of any then outstanding Interest Period(s)), from time as applicable (as modified hereby); provided that with respect to time subclauses (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”A) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionB), (IIx) the total of prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose extent that any portion of the amount prepaid to such Incremental Commitments Lender will be allocated subsequently borrowed from such Lender and (y) the existing Lenders (including existing Lenders providing a Commitment Increase, if applicable) and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing New Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declinemake and receive payments among themselves, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are held ratably by such existing Lenders and New Lenders in accordance with the respective Revolving Commitments of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their Revolving Commitments as so increased. The Administrative Agent and its counsel 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 this clause (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”c).

Incremental Commitments. (ia) The Borrowers Borrower may on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy thereof to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”Lender), in an request the establishment of Incremental Commitments, provided that the aggregate amount (with respect to both of all the Incremental Term Commitments and Incremental Revolving Credit Commitments) established hereunder shall not to exceed $125,000,00020,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (Ii) the date (the “Increase Effective Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days 15 days after the date in on which such notice is delivered to the Administrative Agent Agent, and (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (IIii) the total amount of the Incremental Commitments requested by being requested, and shall offer to each Non-Defaulting Lender the Borrowers and (III) the identity opportunity to provide a portion of the banks, financial institutions and other entities to whom amount of the Borrowers propose that any portion of such Incremental Commitments be allocated being requested equal to its Applicable Percentage thereof. Each Lender shall, by notice to the Borrower and the amounts of such allocationsAdministrative Agent given not more than seven days after the date on which the Administrative Agent shall have delivered the Borrower’s notice, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached either agree to provide all or a portion of its Applicable Percentage of the amount of the Incremental Commitments being requested or decline to do so (and any Lender that does not deliver such notice within such period of seven days shall be deemed to have declined to do so). If, on the seventh day after the Administrative Agent shall have delivered the Borrower’s notice, the Lenders shall have agreed pursuant to the preceding sentence to provide Incremental Commitments in an aggregate amount less than the amount of the Incremental Commitments being requested, the Borrower may elect arrange for one or declinemore banks or other financial institutions, in its sole discretionwhich may include any Lender, to provide Incremental Commitments in an aggregate amount equal to the amount of such deficiency; provided that any Person that the Borrower proposes to become an Incremental Commitment. Any proposed new Lender shall enter into Lender, if such Person is not then a joinder or other agreement in form Lender, must be an Eligible Assignee and substance must be reasonably satisfactory acceptable to the Administrative Agent and its counsel each Issuing Bank. (such additional Eligible Assignees becoming Lenders b) The terms and conditions of any existing Lenders providing an Incremental Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Commitments and Loans and other extensions of credit made hereunder, it being agreed, however, that in connection with the effectiveness of any Incremental Commitment, collectivelysubject to the consent of the Borrower, this Agreement may be modified to increase (but not decrease) the Applicable Rate and fees payable for the account of the Lenders pursuant to Section 2.11, so long as such increase is effective for the benefit of all the Lenders hereunder on equal terms. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) the Borrower shall have delivered to the Administrative Agent a certificate of the chief executive officer or the chief financial officer of the Borrower, dated as of the date of effectiveness thereof, certifying that the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) the Borrower shall make any payments required to be made pursuant to Section 2.15 in connection with such Incremental Commitments and the related transactions under this Section 2.20 and (iv) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section (including any increase referred to in paragraph (b) above). (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender, if not already a Lender, shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, (ii) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the Aggregate Commitment shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the “Revolving Exposure of the Incremental Lender holding such Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, each Lender shall assign to each Incremental Lender holding such Incremental Commitment, and each such Incremental Lender shall purchase from each Lender, at the principal amount thereof (together with accrued interest), such interests in the Loans and participations in Letters of Credit and Protective Advances outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit and Protective Advances will be held by all the Lenders (including such Incremental Lenders”)) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Commitment. The Administrative Agent shall notify the Lenders promptly of the effectiveness of any Incremental Commitments, advising the Lenders of the details thereof and of the Applicable Percentages of the Lenders after giving effect thereto and of the assignments required to be made pursuant to this paragraph.

Incremental Commitments. (ia) The Borrowers may Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (whereupon which approval shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). (b) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental PF L/C Commitments in an amount not to exceed the Incremental PF L/C Amount from one or more Incremental PF Lenders, which may include any existing Lender; provided that each Incremental PF Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental PF L/C Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or such lesser amount equal to the remaining Incremental PF L/C Amount), (ii) the date on which such Incremental PF L/C Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice) and (iii) whether such Incremental PF L/C Commitments are to be PF L/C Commitments or commitments to make credit-linked deposits with terms different from the Credit-Linked Deposits (“Other Credit-Linked Deposits”). (c) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the Incremental Term Loans or Incremental PF L/C Commitments, as applicable, to be made thereunder; provided that, without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans or Other PF L/C Loans shall be no earlier than the Term Loan Maturity Date and the PF Maturity Date, respectively, (ii) the average life to maturity of the Other Term Loans shall be no shorter than the average life to maturity of the Term Loans, and (iii) if the initial yield on such Other Term Loans or Other Credit-Linked Deposits (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans or the margin above the LIBO Rate used to calculate the commitment fee with respect to the Other Credit-Linked Deposits on deposit and (y) if, in the case of Other Term Loans, such Other Term Loans are initially made at a discount or, in the case of Other Term Loans and/or Other Credit-Linked Deposits, the Lenders making or depositing the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans or Other Credit-Linked Deposits, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans or Other Credit-Linked Deposits and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurodollar Term Loans, then the Applicable Percentage then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans and/or the depositing of the Other Credit-Linked Deposits, for all purposes of this Agreement (including for purposes of determining the PF L/C Commitment Fee from time to time). The Administrative Agent shall promptly deliver notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments and the Incremental Term Loans or Incremental PF L/C Commitments, as applicable, evidenced thereby. (d) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b)(ii) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a copy certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) except as otherwise specified in the applicable Incremental Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) requestlegal opinions, from time to time board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02. (ae) Each of the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) parties hereto hereby agrees that the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”)Administrative Agent may, in an aggregate amount (consultation with respect to both Incremental Term Commitments the Borrower, take any and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples all action as may be agreed reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Term Borrowing to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Term Borrowing on a pro rata basis. Any conversion of Eurodollar Term Loans to ABR Term Loans required by the Borrowing Agent preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Term Loan Assumption Agreement. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(i) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans. (f) Each of the parties hereto hereby agrees that the Administrative Agent). Each notice delivered Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any Incremental PF L/C Commitment (other than an Incremental PF L/C Commitment in respect of Other Credit-Linked Deposits) pursuant to this Section 3.1 shall specify 2.24, the outstanding PF L/C Loans (Iif any) and Credit-Linked Deposits are held by the date (PF Lenders in accordance with their new PF Pro Rata Percentages. This may be accomplished at the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to discretion of the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that taking any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory action comparable to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)actions described in Section 2.24(e) above.

Incremental Commitments. The Company may, upon five (i5) The Borrowers may by written Business Days’ notice to the Administrative Agent (whereupon Agent, increase the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of Revolving Loan Commitment amount by adding one or more term loan commitments lenders or one increasing the Revolving Loan Commitment of a Lender, determined by the Company in its sole discretion, subject to the consent of the Administrative Agent, Swingline Lender and Issuing Banks (such consent not to be unreasonably withheld), which lender or more increases in any existing term loan commitments lenders are willing to commit to such increase (any each such new or increased term loan lender, a “New Lender,” and such commitment, an the “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”); provided, in however, that (i) the Company may not elect any Incremental Commitment after the occurrence and during the continuance of an aggregate amount Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Commitment, (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitmentsii) not to exceed $125,000,000. Each each Incremental Commitment shall be in an aggregate amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (iii) after giving effect to all Incremental Commitments the aggregate Revolving Loan Commitments shall not exceed the Dollar Equivalent of $5,000,000,000 and integral multiples thereof (iv) on the effective date of the Incremental Commitment, each New Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such lesser amount and/or multiples other actions as the Administrative Agent may determine to be agreed necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Borrowing Agent Lenders in accordance with the Revolving Loan Commitments. An Incremental Commitment shall become effective upon the execution by each applicable New Lender of a counterpart of this Agreement and delivering such counterpart to the Administrative Agent). Each notice delivered Over the term of the Agreement the Company shall increase the Revolving Loan Commitments no more than five (5) times. Notwithstanding anything to the contrary in this Agreement, any Incremental Commitment made pursuant to this Section 3.1 shall specify 2.14 may be effected by adding one or more tranches of Revolving Loan Commitments that are denominated in an Alternative Currency and/or term loan commitments (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date deemed to be “Revolving Loan Commitments” for purposes of this Section 2.14 (other than clause (iv) above)), and the Lenders agree that any amendment required to implement an Incremental Commitment may be effected by the consent of the Company and only those Lenders that agree to participate in any such tranche, provided that the aggregate amount of the commitments do not less than ten (10) Business Days after exceed the date in which such notice is delivered Dollar Equivalent of $5,000,000,000 at any time. Notwithstanding anything to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)contrary herein, (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who no Lender shall be Eligible Assignees. Any existing Lender approached required to provide all or a portion of the Incremental Commitments may elect or decline, in increase its sole discretion, Commitment pursuant to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)this Section 2.14.

Incremental Commitments. (ia) Immediately upon the effectiveness of this Amendment, the Revolving Commitments shall be increased to an aggregate principal amount of $125,000,000 and all references to the Revolving Commitments and to the maximum principal amount of the Revolving Loans in the Existing Documents shall be amended accordingly. Upon the effectiveness of this Amendment, the "Revolving Commitments", "Revolving Exposure", and "Revolving Facility", each as defined in the Credit Agreement, shall include the Incremental Commitment, and each reference to “Revolving Loans” in the Loan Documents shall be deemed to include any Incremental Facility extended under the Incremental Commitment. Schedule 2.1 to the Credit Agreement is hereby amended and restated in its entirety to reflect the updated aggregate Revolving Commitment amount, and the updated Applicable Percentages of the Lenders. In connection with the execution of this Amendment, Citizens Bank, N.A. (the “Existing Modifying Lender”) shall receive a Revolving Loan Note based on the Incremental Commitment (the “Incremental Commitment Note”), which Incremental Commitment Note shall constitute a Revolving Loan Note under the Credit Agreement and the other Loan Documents and shall supplement Existing Modifying Lender’s existing Revolving Loan Note (the “Existing Note”) and shall not be a novation. Any and all references in the Credit Agreement and the Other Loan Documents to the Note(s) and/or Revolving Loan Note(s) of such Existing Modifying Lender shall hereafter refer to both the Incremental Commitment Note and the Existing Note. (b) The Borrowers may first sentence of Section 2.11(a) of the Credit Agreement is hereby amended, restated, and replaced in its entirety with the following: “The Borrower may, from time to time, by written notice to the Administrative Agent Agent, request additional Revolving Commitments (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestcollectively, “Incremental Commitments”), from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments Lenders (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments sole discretion of such Lenders) or Eligible Assignees who will become Lenders, by an aggregate principal amount of up to Seventy-Five Million and 00/100 Dollars (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”$75,000,000.00), in an so long as, after giving effect thereto, the aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Revolving Commitments requested by hereunder does not exceed Two Hundred Million and 00/100 Dollars ($200,000,000.00); provided that at the Borrowers and (III) the identity time of the banks, financial institutions and other entities to whom the Borrowers propose that any portion incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), (A) no Material Default shall have occurred and be allocated continuing or would result therefrom, and (B) the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who Consolidated Total Leverage Ratio shall be Eligible Assignees. Any existing less than or equal to sixty percent (60%); provided, further, that each such Person, if not already a Lender approached hereunder, shall be subject to provide all or a portion the approval of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such and, in connection with any additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Revolving Commitment, collectivelythe L/C Issuer (which approvals shall not be unreasonably conditioned, the “Incremental Lenders”withheld or delayed).”

Incremental Commitments. (ia) The Borrowers Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall increase the amount of their Commitments by written notice executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (whereupon i) the amount of such incremental Commitments and (ii) the applicable Increased Facility Closing Date; provided that (A) no Default or Event of Default exists or shall exist immediately before or after giving effect to such incremental Commitments; (B) the Borrower shall be in compliance with the then-applicable financial covenants set forth in Section 7.1, computed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements shall have been (or shall have been required to be) delivered pursuant to Section 6.1 (and assuming any undrawn Commitments are fully drawn); (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on the applicable Increased Facility Closing Date immediately prior to, and after giving effect to, such incremental Commitments; (D) the terms of the incremental Commitments shall be identical to the terms of the then-existing Commitments (including the maturity date in respect thereof); and (E) in connection with any such increase, the Borrower shall provide the Administrative Agent shall promptly deliver a copy to each with such certificates and legal opinions as the Administrative Agent may reasonably request. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Restatement Effective Date pursuant to this paragraph shall not exceed $100,000,000 and (ii) requestwithout the consent of the Administrative Agent, from time (x) each increase effected pursuant to time this paragraph shall be in a minimum amount of at least $10,000,000 and (ay) no more than three Increased Facility Closing Dates may be selected by the extension of one or more term loan commitments or one or more increases Borrower after the Restatement Effective Date. No Lender shall have any obligation to participate in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and increase described in this paragraph unless it agrees to do so in its sole discretion. 36 (b) Any additional bank, financial institution or other entity which, with the extension consent of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments Borrower and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise consented agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche. (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of the incremental Commitments evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), with the Borrower’s consent (IInot to be unreasonably withheld) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory furnished to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)other parties hereto.

Incremental Commitments. (ia) The Borrowers At any time prior to the Term B Maturity Date, the Borrower may by solicit, through the Administrative Agent, from the Lenders increases in the Commitments of up to an aggregate amount of $150,000,000; provided, -------- however, that the Borrower may not request or receive such increase at any ------- time that a Default or an Event of Default has occurred and is continuing; and provided, further that each such increase shall be in an amount of at ----------------- least $25,000,000; and provided, further that no such increase shall be ----------------- permitted without the prior written notice consent of the Administrative Agent. With such solicitation, the Borrower shall deliver to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) Lenders revised pro forma financial projections for the period from the date (of such solicitation through the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, Termination Date which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and shall demonstrate the Borrower's ability timely to repay the Loans, assuming the Commitments as increased pursuant to this Section 2.7 are fully drawn, and to comply with the financial covenants ----------- contained in Section 8. No Lender shall be obligated to increase its counsel share --------- of a Commitment, and no Lender shall be removed as a Lender for failure to agree to such increase. (b) If any Lender desires to participate in such additional Eligible Assignees becoming increase in a Commitment (a "Consenting Lender"), such Lender shall notify the ----------------- Administrative Agent of the amount by which it desires to increase its share of such Commitment. The Commitments shall be increased by the aggregate amount that the Consenting Lenders are willing to increase their respective Commitments hereunder, but in no event shall the Commitments be increased pursuant to this Section 2.7 by more than $150,000,000. The ----------- Loans made pursuant to any such increase in the Commitments shall be Revolving Credit Loans or Term A Loans (as requested by the Borrower), shall be deemed to be Loans for all purposes of this Agreement and the Security Documents and shall be subject to the terms and conditions of this Agreement, except as may be otherwise agreed upon among the Borrower and the Majority Lenders; provided, however, that such Loans shall not have a -------- ------- maturity date prior to the Termination Date without the consent of all of the Lenders. The aggregate increase in the Commitments shall be shared by the Consenting Lenders in such ratio as the Borrower and the Administrative Agent shall determine. The increase in the Commitments shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender, the Majority Lenders and any existing the Borrower. The Borrower shall deliver to each Consenting Lender a new Note or Notes (or loan accounts or records shall be maintained pursuant to Section 2.8) reflecting the increase in its ----------- share of such Commitment. The Specified Percentages of all of the Lenders providing an Incremental Commitmentshall be adjusted to reflect such increase in the Commitments, collectivelyand Schedule 1.1 shall be deemed modified to reflect such adjustment to the Specified Percentages of the Lenders. Any fees payable in connection with such increase in the Commitment shall be payable only to the Administrative Agent, with respect to fees payable to the “Incremental Administrative Agent, and to the Consenting Lenders”), in their capacity as Consenting Lenders.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $10.0 million and a minimum amount of $50.0 million or equal to the remaining Incremental Amount or such lesser amount acceptable to the Administrative Agent), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”), (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make Term B-6-B Loans or Term B-7 Loans or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B-6-B Loans or Term B-7 Loans (“Other Term Loans”) and (iv) in the case of Incremental Revolving Facility Commitments, whether such Incremental Revolving Facility Commitments are to be Extended Maturity Revolving Facility Commitments or commitments to make revolving loans with interest rates and/or fees and/or maturity and/or other terms different from Revolving Loans under the Extended Maturity Revolving Facility Commitments (“Other Revolving Loans”). (b) The Borrowers Borrower and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments; provided, that (i) except as to interest rates, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), the Other Term Loans shall have (x) the same terms as the Term B-6-B Loans or Term B-7 Loans, as applicable, or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Term Loans shall be no earlier than the earliest of the maturity date of the Term B-7 Loans or the latest Term B Facility Maturity Date in effect on the date of incurrence, (iii) the weighted average life to maturity of any Other Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term B-6-B Loans or Term B-7 Loans, (iv) except as to interest rates, fees and final maturity date (which shall, subject to clause (v) of this proviso, be determined by the Borrower and the Incremental Revolving Facility Lenders in their sole discretion), the Other Revolving Loans shall have (x) the same terms as the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent and (v) the final maturity date of any Other Revolving Loans shall be no earlier than the Revolving Facility Maturity Date applicable to Extended Maturity Revolving Facility Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Loan Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.21 unless (i) on the date of such effectiveness, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) the Borrower shall be in Pro Forma Compliance (without giving effect to the proviso in the definition of Total First Lien Senior Secured Net Debt) after giving effect to such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date; provided that the Borrower shall not be required to be in such Pro Forma Compliance with respect to Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments not to exceed $500.0 million in the aggregate since the Amendment Effective Date or with respect to Incremental Term Loan Commitments in respect of Refinancing Term Loans or Extended Term Loans or Incremental Revolving Facility Commitments in respect of Extended Revolving Facility Commitments or Replacement Revolving Facility Commitments or with respect to Incremental Term Loan Commitments or Incremental Revolving Facility Commitments incurred under clause (1) or (2) of the definition of “Incremental Amount” and (iii) after giving effect to the incurrence of any Loans under such Incremental Term Loan Commitment and/or Incremental Revolving Facility Commitments on the date of such effectiveness such Loans shall constitute Obligations that are secured by the Collateral and such incurrence shall not result in a reduction in the outstanding amount of Obligations that are permitted to be secured by the Collateral without equally and ratably securing any Retained Notes. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans) in the form of additional Term B-6-B Loans or Term B-7 Loans, when originally made, are included in each Borrowing of outstanding Term B-6-B Loans or Term B-7 Loans, as applicable, on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments with respect to any Revolving Facility, when originally made, are included in each Borrowing of outstanding Revolving Facility Loans under such Revolving Facility on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. (e) Notwithstanding anything to the contrary in Section 2.11(a) or Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by Borrower to all Lenders of any Class of Term Loans and/or Revolving Facility Commitments, on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Facility Commitments under such Revolving Facility, as applicable) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments and to otherwise modify the terms of such Lender’s Loans and/or Commitments pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility Commitments in respect of such Revolving Facility are, in each case, offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender (if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”)) or an Incremental Revolving Facility Commitment for such Lender (if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”)). (f) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided that (i) except as to interest rates, fees, amortization, final maturity date and participation in prepayments (which shall, subject to clauses (ii) through (v) of this proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as the Term B-6-B Loans or Term B-7 Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the earliest of the maturity date of the Term B-7 Loans and the latest Term B Facility Maturity Date in effect on the date of incurrence, (iii) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall (x) be a Revolving Facility Commitment with the same terms as the Extended Maturity Revolving Facility Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent, and (v) any Extended Term Loans and/or Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.21), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Facility Commitment implemented thereby and (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents. (i) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments. (j) Notwithstanding anything to the contrary in Section 2.11(a) or Section 2.18(c) (which provisions shall not be applicable to clause (j) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of establish one or more additional tranches of term loan commitments or one or more increases in any existing term loan commitments loans under this Agreement (any such new or increased term loan commitment, an “Incremental Refinancing Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit CommitmentLoans”), in an aggregate amount (with respect the First Lien Net Proceeds of which are used to both Incremental repay Term Commitments and Incremental Revolving Credit Commitments) not Loans pursuant to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative AgentSection 2.11(h). Each such notice delivered pursuant to this Section 3.1 shall specify (I) the date (the each, a “Increase Refinancing Effective Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments Refinancing Term Loans shall be effectivemade, which shall be a date not less than ten (10) five Business Days after the date in on which such notice is delivered to the Administrative Agent Agent; provided that: (unless otherwise consented i) before and after giving effect to by the Administrative Agent borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in its DMEAST #35945034 v12 47 discretion), Section 4.01 shall be satisfied; (IIii) the total weighted average life to maturity of such Refinancing Term Loans shall be no shorter than the then remaining weighted average life to maturity of the Incremental Commitments requested by the Borrowers Term B-6-B Loans or Term B-7 Loans; and (IIIiii) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and final maturity which shall be as agreed between the identity Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially similar to, or less favorable to the Lenders providing such Refinancing Term Loans than, those applicable to the Term B-6-B Loans or Term B-7 Loans except to the extent such covenants and other terms apply solely to any period after the latest final maturity of the banks, financial institutions and other entities to whom Term Loans in effect on the Borrowers propose that any portion date of incurrence of such Incremental Commitments be allocated and Refinancing Term Loans. In addition, notwithstanding the amounts of such allocationsforegoing, which banks, financial institutions or other entities the Borrower may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached establish Refinancing Term Loans to provide refinance and/or replace all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).portion

Incremental Commitments. (ia) The Borrowers Borrower may at any time or from time to time after the Effective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestAgent, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or request one or more increases in the existing Revolving Credit amount of the Commitments (each such increase, a “Commitment Increase”); provided that (i) both at the time of any such new request and upon the effectiveness of any Incremental Amendment referred to below, (x) no Default shall exist and (y) all representations and warranties in this Agreement or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), any other Loan Document shall be true and correct in an all material respects and (ii) the aggregate amount (with respect of all Commitment Increases pursuant to both Incremental Term this Section 2.20, when added to the initial aggregate amount of the Lenders’ Commitments and Incremental Revolving Credit Commitments) on the Effective Date, shall not to exceed $125,000,000300,000,000. Each Incremental Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and integral multiples thereof proposed terms of the relevant Commitment Increase. Commitment Increases may be provided by any existing Lender 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 shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04 for an assignment of Revolving Loans or Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such lesser amount and/or multiples as may be agreed Lender’s Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement, executed by the Borrowing Agent Parent, the Borrower, each Lender agreeing to provide such Commitment Increase, if any, each Additional Lender, if any, and the Administrative Agent). Each notice delivered The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the occasion of any Borrowing” or “issuance, amendment, renewal or extension of a Letter of Credit” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Commitment Increases, unless it so agrees. Upon each increase in the Commitments pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)2.20, (IIa) the total of the Incremental Commitments requested by the Borrowers each Lender immediately prior to such increase will automatically and (III) the identity of the banks, financial institutions and other entities without further act be deemed to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing have assigned to each Lender approached to provide all or providing a portion of the Incremental Commitment Increase (each, a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments may elect of all Lenders represented by such Lender’s Commitment and (b) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.15. The Administrative Agent and its counsel 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. (such additional Eligible Assignees becoming Lenders and b) This Section 2.20 shall supersede any existing Lenders providing an Incremental Commitment, collectively, provisions in Section 2.17 or 9.02 to the “Incremental Lenders”)contrary.

Incremental Commitments. (ia) The Borrowers may Borrower may, from time to time, by written notice to the Administrative Agent, request Incremental Term Loan Commitments and/or additional Revolving Commitments, as applicable (collectively, “Incremental Commitments”), from one or more Lenders (in the sole discretion of such Lenders) or Eligible Assignees who will become Lenders, in an aggregate principal amount of up to an amount equal to the greater of $50,000,000 and 1.00x Consolidated EBITDA; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the Borrower shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants set forth in Sections 7.12(a) and (b); provided, further, that each such person, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in connection with any additional Revolving Commitment, the L/C Issuer and the Swingline Lender (whereupon which approvals shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or additional Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $20,000,000), (ii) the date on which such Incremental Term Loan Commitments and/or additional Revolving Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). All Incremental Term Loans shall be made in Dollars. (b) The Borrower and each Incremental Term Lender and/or additional Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall promptly deliver a copy reasonably specify to evidence the Incremental Commitment of such Lender. Subject to clause (c) below, each Incremental Assumption Agreement in respect of Incremental Term Loan Commitments shall specify the terms of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) Loans to be made thereunder. The Administrative Agent shall promptly notify each Lender as to the extension effectiveness of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “each Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Commitment Assumption Agreement, this Credit Agreement shall be in an aggregate amount not less than $5,000,000 deemed amended to the extent (but only to the extent) necessary to reflect the existence and integral multiples thereof (or terms of the Incremental Commitments evidenced thereby and any increase to the Applicable Margins required by the foregoing provisions of this paragraph. Any such lesser amount and/or multiples as deemed amendment may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date memorialized in which such notice is delivered to the Administrative Agent (unless otherwise consented to writing by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)with the Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (c) The terms of each Incremental Term Loan and, (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banksas applicable, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who each additional Revolving Commitment shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel in any event: (i) shall rank pari passu in right of payment and of security with the existing Revolving Loans and the existing Term Loans; (ii) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of the Term Loans outstanding at the time of incurrence of such Incremental Term Loans; (iii) in the case of Incremental Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then existing Term Loans; (iv) in the case of Incremental Term Loans, subject to clauses (ii) and (iii) above, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders; (v) in the case of Incremental Term Loans, subject to clause (x) below, shall have an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders; (vi) in the case of Incremental Term Loans, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of initial Term Loans hereunder, as specified in the applicable Incremental Assumption Agreement; (vii) without the prior written consent of any Loan Party or Credit Party, if the Effective Yield on any secured Other Term Loans (as determined by the Administrative Agent) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Effective Yield (as determined by the Administrative Agent) on any then outstanding Class of Term Loans, then the Applicable Margin for each such Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Other Term Loans; and (viii) all material terms of any additional Revolving Commitments and Revolving Loans under such additional Eligible Assignees becoming Revolving Commitments shall be identical to the existing Revolving Commitments and Revolving Loans. (d) No Incremental Term Loan Commitments or additional Revolving Commitments shall become effective under this Section 2.11 unless, on the date of such effectiveness, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied as if it was a borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower; and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders and/or additional Revolving Lenders) closing certificates, opinions of counsel and other customary documentation requested by the Administrative Agent. (e) Each of the parties hereto hereby agrees that the Administrative Agent may take any existing and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis and that following the establishment of any additional Revolving Commitments, the outstanding Revolving Loans are held by the Revolving Lenders providing in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding SOFR Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each Incremental Term Loan or additional Revolving Commitment, collectivelyor by allocating a portion of each Incremental Term Loan to each outstanding SOFR Term Borrowing of the same Class on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Credit Agreement that would prohibit such an initial Interest Period), or requiring a prepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the “Administrative Agent shall consult with the Borrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs). In addition, to the extent any Incremental Lenders”)Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.6(b) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Incremental Commitments. (ia) The Borrowers At any time during the Revolving Loan Availability Period, Borrower may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy elect to each of the Lenders) request, from time request an increase to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Loan Commitments (any such new or increased increase, the “New Revolving Credit Commitment, Loan Commitments”) by an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not in excess of $175,000,000 in the aggregate. Such New Revolving Loan Commitments shall not be less than $5,000,000 and integral multiples thereof 10,000,000 individually (or such lesser amount and/or multiples as may which shall be agreed approved by the Borrowing Agent and the Administrative Agent), and shall be in integral multiples of $1,000,000 in excess of that amount. Each such notice delivered pursuant to this Section 3.1 shall specify (Ii) the date (the each, an “Increase Effective Increased Amount Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental New Revolving Loan Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented subject to any extension mutually agreed by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (IIBorrower and the Lenders) the total of the Incremental Commitments requested by the Borrowers and (IIIii) the identity of the bankseach Revolving Loan Lender or other Person (each, financial institutions and other entities a “New Revolving Loan Lender”) to whom the Borrowers propose that ▇▇▇▇▇▇▇▇ proposes any portion of such Incremental New Revolving Loan Commitments be allocated and the amounts of such allocations, which banks, financial institutions ; provided that (A) no Default or other entities may Event of Default shall exist on such Increased Amount Date before or may not be existing Lenders but who after giving effect to such New Revolving Loan Commitments; (B) both before and after giving effect to such New Revolving Loan Commitments each of the conditions set forth in Section 7.4 shall be Eligible Assignees. Any satisfied; (C) the New Revolving Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lenders, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender shall be subject to the requirements set forth in Section 13.5(b); (D) Borrower shall make any payments required pursuant to Section 2.10 in connection with the New Revolving Loan Commitments; (E) the allocations of New Revolving Loan Commitments as among existing Revolving Loan Lenders who are New Revolving Loan Lenders shall be pro rata as determined by the allocations among the existing Revolving Loan Commitments; (F) the Borrower shall not propose the addition of any New Revolving Loan Lender prior to providing the existing Revolving Loan Lenders an opportunity to accept the full amount of New Revolving Loan Commitments and (G) the Borrower shall have approached each existing Revolving Loan Lender concurrently to provide all or a portion of the Incremental New Revolving Loan Commitments may and each such Lender shall have had the opportunity to elect or decline, decline in its sole discretiondiscretion (with elections in excess of the requested New Revolving Loan Commitments being allocated ratably). Each request for New Revolving Loan Commitments shall be accompanied by an updated Pro Forma Model, taking into account the effect of any New Revolving Loan Commitments. For the avoidance of doubt, the maturity date for any New Revolving Loan Commitments shall be no earlier than the Revolving Loan Maturity Date unless otherwise agreed by each of the Lenders. (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Loan Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (ii) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (iii) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. (c) Administrative Agent shall notify the Lenders promptly upon receipt of ▇▇▇▇▇▇▇▇’s notice of each Increased Amount Date and, in respect thereof, (i) the New Revolving Loan Commitments and the New Revolving Loan Lenders, and (ii) the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.14. (d) The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement or and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to provide such Incremental Commitmenteffect the provisions of this Section 2.14. Any proposed new Each Lender shall enter into a joinder or other agreement in form hereby directs and substance reasonably satisfactory to authorizes the Administrative Agent to execute or cause to be executed any and its counsel all further instruments reasonably required by the Borrower to effectuate the provisions of this Section 2.14 (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitmentincluding entering into one or more joinder agreements, collectively, the “Incremental Lenders”as applicable).

Incremental Commitments. The Borrower Representative may, on behalf of any Borrower, at any time or from time to time after the Closing Date, by notice to Administrative Agent (an “Incremental Loan Request”), request (i) The Borrowers one or more new commitments which may by written notice be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (ii) one or more increases in the amount of the Revolving Commitments (a “Revolving Commitment Increase”) or a new Class of Revolving Commitments (collectively with any Revolving Commitment Increase, the “Incremental NAI-1539971432v8 AMERICAS 126787728 114 Revolving Credit Commitments”, and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $178,800,000 and (2) 100% of Consolidated Adjusted EBITDA for the most recently completed Test Period (calculated on a Pro Forma Basis) minus any amounts previously utilized in reliance on this Fixed Incremental Amount (and not redesignated) and the amount of Incremental Equivalent Debt incurred in lieu thereof (and not redesignated) (the “Fixed Incremental Amount”) plus (B) an unlimited amount (the “Incremental Incurrence-Based Amount”), so long as on a Pro Forma Basis after giving effect to the Administrative Agent incurrence of any such Incremental Loans (assuming the full amount of any such Indebtedness in the form of a revolving credit facility is drawn) (without netting the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Credit Commitment not promptly applied for the specified transaction in connection with such incurrence upon receipt thereof in calculation thereof), the Total Net Leverage Ratio does not exceed 4.50:1.00 as of the last day of the most recently completed Test Period (calculated on a Pro Forma Basis) (this clause (B), the “Incremental Ratio Debt Basket”), plus (C) any voluntary prepayments and buybacks (limited to the actual amount of cash paid) of the Initial Term Loans and the Incremental Term Loans, voluntary prepayments of the Revolving Loans (to the extent accompanied by permanent commitment reductions thereto), voluntary prepayments and buybacks (limited to the actual amount of cash paid) of any other Term Loans, Revolving Loans or other Indebtedness, in each case, secured on a pari passu basis with the Initial Term Loans (in the case of any prepayment of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) so long as the relevant prepayment was not already included in this clause (C), and payments utilizing the yank-a-bank provisions of the Credit Documents, in each case, prior to such time and other than any such voluntary prepayments (and commitment reductions) and buybacks to the extent financed with the proceeds of long term Indebtedness (other than any revolving Indebtedness) or any Specified Equity Contribution (this clause (C), the “Prepayment Amount”) plus (D) in the case of any Incremental Term Commitments or Incremental Revolving Credit Commitments that effectively extend the maturity date of any Facility, an amount equal to the portion of such Facility that will be replaced by such Incremental Term Commitments or Incremental Revolving Credit Commitments (this clause (D), the “Effective Extension Incremental Amount”) (the sum of (A), (B), (C) and (D) being referred to herein as the “Incremental Cap”), whereupon the Administrative Agent shall promptly deliver a copy of such request to each of the Lenders) request; provided that, from time to time (a) for purposes of the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitmentforegoing, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (Borrower Representative may elect to use the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered Incurrence-Based Amount prior to the Administrative Agent (unless otherwise consented Fixed Incremental Amount, the Prepayment Amount and the Effective Extension Incremental Amount, and if the Fixed Incremental Amount, the Prepayment Amount and/or the Effective Extension Incremental Amount, on the one hand, and the Incremental Incurrence-Based Amount, on the other hand, are each available and the Borrower Representative does not make an election, the Borrower Representative will be deemed to by have elected to use the Administrative Agent in its DMEAST #35945034 v12 47 discretion), Incremental Incurrence-Based Amount first and (II) the total Incremental Incurrence-Based Amount will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount, the Prepayment Amount and/or the Effective Extension Incremental Amount concurrently with the incurrence of any amounts in reliance on the Incremental Commitments requested by the Borrowers and (III) the identity of the banksIncurrence-Based Amount; provided, financial institutions and other entities to whom the Borrowers propose further that any portion of Incremental Commitments incurred other than under the Incremental Incurrence-Based Amount shall be automatically re-designated as incurred under the Incremental Incurrence-Based Amount if the Borrowers meet the applicable ratio under the Incremental Incurrence-Based Amount on a pro forma basis at any time subsequent to the incurrence of such Incremental Commitments be allocated and Commitment (for purposes of clarity, with any such redesignation having the amounts effect of increasing the Borrower’s ability to incur Indebtedness under the Fixed Incremental Amount, the Effective Extension Incremental Amount, and/or the Prepayment Amount, as applicable, as of the date of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion redesignation by the amount of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”Indebtedness so redesignated).

Incremental Commitments. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time prior to the Initial Revolving Termination Date agree that such Lenders shall make, obtain or increase the amount of their Revolving Commitments (each, a “Commitment Increase”) by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) The Borrowers the amount of such increase and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Revolving Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the Maximum Permitted Increase Amount, and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than five Increased Facility Closing Dates may be selected by written notice the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the Administrative Agent same extent as if originally a party hereto and shall promptly deliver a copy be bound by and entitled to the benefits of this Agreement. (c) Upon each Increased Facility Closing Date, the Borrower shall (A) prepay the outstanding Revolving Loans (if any) in full, (B) simultaneously borrow new Revolving Loans hereunder in an amount equal to such prepayment (in the case of Eurodollar Loans, with Eurodollar Base Rates equal to the Lendersoutstanding Eurodollar Base Rate and with Interest Period(s) requestending on the date(s) of any then outstanding Interest Period(s)), from time as applicable (as modified hereby); provided that with respect to time subclauses (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”A) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionB), (IIx) the total of prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose extent that any portion of the amount prepaid to such Incremental Commitments Lender will be allocated subsequently borrowed from such Lender and (y) the existing Lenders (including existing Lenders providing a Commitment Increase, if applicable) and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing New Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declinemake and receive payments among themselves, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are held ratably by such existing Lenders and New Lenders in accordance with the respective Revolving Commitments of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their Revolving Commitments as so increased. The Administrative Agent and its counsel 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 this clause (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”c).

Incremental Commitments. The Borrower Representative may, on behalf of any Borrower, at any time or from time to time after the Closing Date, by notice to Administrative Agent (ian “Incremental Loan Request”), request (A) The one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more increases in the amount of the Revolving Commitments (a “Revolving Commitment Increase” and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $63,000,000 and (2) 100% of Consolidated Adjusted EBITDA for the most recently completed Test Period (calculated on a Pro Forma Basis) minus any amounts previously utilized in reliance on this Fixed Incremental Amount (and not redesignated) and the amount of Incremental Equivalent Debt incurred in lieu thereof (and not redesignated) (the “Fixed Incremental Amount”) plus (B) an unlimited amount (the “Incremental Incurrence-Based Amount”), so long as on a Pro Forma Basis after giving effect to the incurrence of any such NAI-1537228099v31537241654v2 Incremental Loans (assuming the full amount of any such Indebtedness in the form of a revolving credit facility is drawn) (without netting the cash proceeds of any borrowing under any such Incremental Term Loans or Revolving Commitment Increase not promptly applied for the specified transaction in connection with such incurrence upon receipt thereof in calculation thereof), the Total Net Leverage Ratio does not exceed 4.25:1.00 as of the last day of the most recently completed Test Period (calculated on a Pro Forma Basis) (this clause (B), the “Incremental Ratio Debt Basket”), plus (C) any voluntary prepayments and buybacks (limited to the actual amount of cash paid) of the Initial Term Loans and the Incremental Term Loans and voluntary prepayments of the Revolving Loans (to the extent accompanied by permanent commitment reductions thereto), payments utilizing the yank-a-bank provisions of the Credit Documents, in each case prior to such time other than any such voluntary prepayments (and commitment reductions), and buybacks to the extent financed with the proceeds of long term Indebtedness (other than any revolving Indebtedness) or any Specified Equity Contribution (this clause (C), the “Prepayment Amount”) (the sum of (A), (B), and (C) being referred to herein as the “Incremental Cap”), whereupon Administrative Agent shall promptly deliver a copy of such request to each of the Lenders; provided For purposes of the foregoing, (I) the Borrower Representative may elect to use the Incremental Incurrence-Based Amount prior to the Fixed Incremental Amount and the Prepayment Amount, and if the Fixed Incremental Amount and/or the Prepayment Amount, on the one hand, and the Incremental Incurrence-Based Amount, on the other hand, are each available and the Borrower Representative does not make an election, the Borrower Representative will be deemed to have elected to use the Incremental Incurrence-Based Amount first and (II) the Incremental Incurrence-Based Amount will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount and/or Prepayment Amount concurrently with the incurrence of any amounts in reliance on the Incremental Incurrence-Based Amount; provided, further that any portion of Incremental Credit Facilities incurred other than under the Incremental Incurrence-Based Amount may be re-designated at any time, as the Borrower Representative may elect from time to time, as incurred under the Incremental Incurrence-Based Amount if the Borrowers may meet the applicable ratio under the Incremental Incurrence-Based Amount at such time on a pro forma basis, at any time subsequent to the incurrence of such Incremental Credit Facility by written notice to the Administrative Agent on such date. (whereupon for purposes of clarity, with any such redesignation having the Administrative Agent shall promptly deliver a copy effect of increasing the Borrower’s ability to each incur Indebtedness under the Fixed Incremental Amount and/or the Prepayment Amount, as applicable, as of the Lenders) request, from time to time (a) the extension date of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed redesignation by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion amount of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”Indebtedness so redesignated).

Incremental Commitments. (ia) The Borrowers may on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestAgent, request Incremental Commitments from time to time (a) the extension of one or more term loan commitments or one or more increases in Incremental Lenders, which may include any existing term loan commitments Lender; provided that (i) no Lender shall be required to provide any such new Incremental Commitment, (ii) the aggregate amount of Incremental Commitments per Additional Collateral Vessel shall not exceed the Incremental Commitment Amount and (iii) the proceeds thereof shall be used to finance the purchase by the Borrower or increased term loan commitmenta Borrower Subsidiary Guarantor (or a newly formed subsidiary of the Borrower to become a Borrower Subsidiary Guarantor) of an Additional Collateral Vessel and any Related Assets selected by the Borrower in respect thereof, or Equity Interests in the owner of an “Additional Collateral Vessel and any Related Assets selected by the Borrower in respect thereof. Such notice shall set forth (i) the amount of the Incremental Term Commitment”Commitments being requested (which shall not exceed the then-current Incremental Commitment Amount and shall be in minimum increments of $5,000,000 and a minimum amount of $20,000,000 or equal to the remaining Incremental Commitment Amount) and (bii) the extension of one or more new Revolving Credit date on which such Incremental Commitments or one or more increases in the existing Revolving Credit Commitments are requested to become effective (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) which shall not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof five (or 5) Business Days nor more than 60 days after the date of such lesser amount and/or multiples as notice (which time periods for notice may be agreed by modified or waived at the Borrowing Agent and discretion of the Administrative Agent)). Each notice delivered All loans made pursuant to any Class of Incremental Commitments established under this Section 3.1 shall specify 2.12 are referred to herein as "Other Term Loans", will rank pari passu or junior in right of payment and security with the Term Loans and will, (Ii) if pari passu in right of security with the date (Term Loans, benefit equally and ratably from the “Increase Effective Date”) on which Liens under the Borrowers propose that Collateral Agreements and the proposed Incremental Commitments shall guarantees under the Guarantee Agreement and will either be effective, which shall an increase in the Term Loans hereunder or be a date not less than ten new Class of term loans hereunder and (10ii) Business Days after if junior in right of security with the date in which such notice is delivered Term Loans, benefit on a second priority basis from the Liens under the Collateral Agreements and the guarantees under the Guarantee Agreement pursuant to intercreditor arrangements acceptable to the Administrative Agent Agent. Each Class of Other Term Loans will have terms and conditions substantially identical to the Term Loans (unless other than with respect to pricing, amortization and maturity) and otherwise consented will be on terms and subject to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance conditions reasonably satisfactory to the Administrative Agent. (b) The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the Other Term Loans to be made thereunder; provided that, without the prior written consent of Lenders holding a majority of the principal amount of the outstanding Loans, (i) the Other Term Loans shall mature no earlier than the Term Maturity Date and will have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, and (ii) if the interest rate spread applicable to any Other Term Loans (which, for this purpose, shall be deemed to include all upfront or similar fees or original issue discount and any pricing "floor" applicable to such Other Term Loans), but excluding any underwriting, arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with the Lenders (collectively, "Upfront Payments"), in each case, paid to the Incremental Lenders in respect of such Other Term Loans, exceeds the interest rate spread applicable to the Term Loans (taking into account the Upfront Payments paid to the Lenders in respect of the establishment of the Term Loans and any pricing "floor" applicable to the Term Loans) by more than 50 basis points, then the interest rate spread applicable to the Term Loans shall be increased so that it equals (after taking into account Upfront Payments made in respect of the establishment of the Term Loans and any pricing "floor" applicable to the Term Loans) the interest rate spread applicable to the Other Term Loans less 0.50%. For purposes of the foregoing, any original issue discount associated with the Term Loans or any Other Term Loans will be converted to an interest rate spread equivalent by dividing the percentage amount of such original issue discount by the lesser of (A) the Weighted Average Life to Maturity of such Loans and (B) four. (c) Each Incremental Assumption Agreement shall require the consent of only the Parent, the Borrowers, the Administrative Agent and its counsel the Incremental Lenders providing the applicable Other Term Loans, but, in each case, not the consents of any other Lenders. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and the other Loan Documents (other than the Intercreditor Agreement) shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Term Loans evidenced thereby, including the amount and final maturity thereof, any provisions relating to amortization and the interest to accrue and be payable thereon and any fees to be payable in respect thereof, and to effect such additional Eligible Assignees becoming other changes (including changes to the provisions of Sections 4.08, 10.06 and 10.12, the definition of "Required Lenders" and any other provisions of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under the Loan Documents or make any determination or grant any consent under the Loan Documents) as the Borrowers and the Administrative Agent shall deem necessary or advisable in connection with the establishment of such Other Term Loans. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers' consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (d) Notwithstanding the foregoing, no Other Term Loans may be incurred and no Incremental Assumption Agreement shall become effective under this Section 2.12 unless (i) on the date of such effectiveness and after giving effect to the making of any Other Term Loans contemplated thereby the conditions set forth in paragraphs (r) and (s) of Section 5.01 and the covenants set forth in Section 7.18 and Section 7.19 shall be satisfied (on a pro forma basis), (ii) all fees owing in respect of such Incremental Commitments to the Administrative Agent and the Lenders and any existing Lenders providing an all expenses in respect of such Incremental CommitmentCommitments that the Borrowers are required to reimburse have been paid in full, collectively(iii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as it shall reasonably request relating to such Other Term Loans, consistent with those delivered on the “Closing Date pursuant to Section 5.01 and (iv) on the date of such effectiveness and after giving effect to the making of the Other Term Loans contemplated thereby and the purchase of the Additional Collateral Vessel and such Related Assets, if any, Section 7.07 and the Collateral and Guarantee Requirement shall have been satisfied in respect of such Additional Collateral Vessel and the Borrower or the Subsidiary of the Borrower acquiring such Additional Collateral Vessel and Related Assets. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Lenders”)Assumption Agreement.

Incremental Commitments. No more than two (i2) The Borrowers times following the earlier of (x) the completion of the syndication of the Term Loan Facility (as reasonably determined by the Administrative Agent) and (y) 90 days after the Closing Date and prior to the Term Loan Maturity Date, the Borrower may by written notice to the Administrative Agent (whereupon elect to request an increase to the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitmentincrease, an the “Incremental Revolving Credit CommitmentCommitments”), by an amount not in an excess of U.S. $72.0 million in the aggregate or a lesser amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000any Earn-Out Payment then due and payable. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each Such notice delivered pursuant to this Section 3.1 shall specify (I) the date (the an “Increase Effective Increased Amount Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments and the date the Incremental Term Loans shall be effectivemade available, which shall be a date not less than ten five (105) Business Days after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented to by Agent. The Borrower shall notify the Administrative Agent in its DMEAST #35945034 v12 47 discretion)writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, (IIan “Incremental Lender”) the total of to whom the Incremental Commitments requested by have been (in accordance with the Borrowers and (IIIprior sentence) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing ; provided that (x) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide a Incremental Commitment; it being understood that no Lender is committing to provide any Incremental Commitment until such time as such Lender agrees in writing to provide all or a portion of the Incremental Commitment and then only to the extent that such commitment complies with the requirements of Regulation U and Regulation X and (y) any such allocation to the Borrower or any of its Affiliates (including any Designated Lender) shall be subject to the terms of Section 9.04(e) and 9.22. Such Incremental Commitments shall become effective as of such Increased Amount Date, and such new Loans in respect thereof (“Incremental Term Loans”) shall be made on such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitment. Any proposed new Lender Commitments and Incremental Term Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall enter into be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such Incremental Commitments and Incremental Term Loans, with the covenants contained in Section 6.10 and Section 6.11 recomputed as at the last day of the most recently ended fiscal quarter of the Borrower; (iv) the Leverage Ratio shall be less than 5.75 to 1.00 calculated on a Pro Forma Basis after giving effect to such Incremental Commitments and Incremental Term Loans, as of the last day of the most recently ended fiscal quarter in respect of the Borrower, (v) such increase in the Incremental Commitments shall be evidenced by one or more joinder or other agreement agreements executed and delivered to the Administrative Agent by each Incremental Lender, as applicable, and each shall be recorded in form and substance the register, each of which shall be reasonably satisfactory to the Administrative Agent and its counsel subject to the requirements set forth in Section 2.15(e); (vi) the Borrower shall make any payments required pursuant to Section 2.14 in connection with the provisions of the Incremental Commitments; (vii) if the initial yield (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted Eurodollar Rate on such additional Eligible Assignees becoming Incremental Term Loans, (y) if such Incremental Term Loans are initially made at a discount or the Lenders making the same receive an upfront fee from the Borrower or any Subsidiary for doing so (the amount of such discount or upfront fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as the “Incremental Upfront Fee”) and (z) interest rate floors applicable to such Incremental Term Loans (or, in the event that there are no interest rate floors applicable to such Incremental Term Loans or the interest rate floors applicable to such Incremental Term Loans are less than the interest rate floors applicable to the Term Loans, the Adjusted Eurodollar Rate (taking into account the interest rate floors, if any, applicable to such Incremental Term Loans) applicable to such Incremental Term Loans for a one-month Interest Period commencing on the applicable Increased Amount Date)) of any Incremental Term Loans exceeds the initial yield of the Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted Eurodollar Rate on the Term Loans, (y) the Upfront Closing Fee and (z) interest rate floors applicable to the Term Loans (or, in the event that there are no interest rate floors applicable to such Incremental Term Loans or the interest rate floors applicable to such Incremental Term Loans are less than the interest rate floors applicable to the Term Loans, the Adjusted Eurodollar Rate (taking into account the interest rate floors applicable to the Term Loans) applicable to the Term Loans for a one-month Interest Period commencing on the applicable Increased Amount Date)) by more than 25 basis points (the amount of such excess being referred to herein as the relevant “Yield Differential”)), then each Applicable Margin for each adversely affected existing Lenders Term Loan, as applicable, shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loan or the providing an of the Incremental Commitment, collectivelyas the case may be, (viii) neither the maintaining of the Loans nor the commitment to make (or the making of) the Incremental Term Loan and the granting and maintaining of the security interest in connection with the obligations created thereby, will, whether directly or indirectly, and whether immediately, incidentally or ultimately be a violation of, or inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X, and the Borrower will furnish to the Administrative Agent and each Lender a purpose statement in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U, and (ix) the proceeds of any Incremental Term Loans shall be used solely to make earn-out payments (“Incremental LendersEarn-out Payments”), if any, due and payable pursuant to the terms of the Acquisition Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any joinder agreements in connection with any Incremental Commitments as described in the preceding sentence, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments and the Incremental Term Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments without the consent of any Lender that is not provided such Incremental Commitment or Incremental Term Loans.

Incremental Commitments. (ia) The Borrowers may Borrower may, by written notice to the Administrative Agent (whereupon from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall promptly deliver a copy to each not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and Loan Commitments being requested (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment which shall be in an aggregate minimum increments of $1,000,000 and a minimum amount not less than of $5,000,000 and integral multiples thereof (10,000,000 or such lesser amount and/or multiples as may equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed by the Borrowing Agent and the Administrative Agent), and (iii) whether such Incremental Term Loan Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). Each The Borrower may elect in the notice delivered pursuant to this Section 3.1 shall specify 2.24(a), with the consent of the Administrative Agent and the Issuing Bank, that the proceeds of the Term Loans made pursuant to an Incremental Term Loan Commitment be deposited in the Deposit L/C Collateral Account as collateral for the payment and performance of the Borrower’s reimbursement obligations to the Issuing Bank in respect of Deposit Letters of Credit and that the Deposit L/C Facility Amount be increased by an amount equal to the amount of such deposit (I) such that, upon the date (the “Increase Effective Date”) on which such Incremental Term Loan Commitments become effective in accordance with this Section 2.24, the Borrowers propose that Borrower shall cause the proposed proceeds of any such Incremental Commitments Term Loans the subject of such an election, to be deposited in the Deposit L/C Collateral Account as collateral for the payment and performance of its reimbursement obligations to the Issuing Bank in respect of Deposit Letters of Credit, in the manner set forth in and subject to the provisions of Section 2.23(l), whereupon the Deposit L/C Facility Amount shall be effective, which automatically increased by an amount equal to the amount of such deposit). (b) The Borrower and each Incremental Term Lender shall be a date not less than ten (10) Business Days after the date in which such notice is delivered execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; provided that, without the prior written consent of the Required Lenders, (unless otherwise consented i) the final maturity date of any Other Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the average life to maturity of the Other Term Loans shall be no shorter than the average life to maturity of the Term Loans, and (iii) if the initial yield on such Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans (which shall be increased by the amount that any “LIBOR floor” applicable to such Other Term Loans on the date such Other Term Loans are made would exceed the Adjusted LIBO Rate (without giving effect to the last sentence of the definition of such term) that would be in its DMEAST #35945034 v12 47 discretioneffect for a three-month Interest Period commencing on such date and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (IIA) the total average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points the sum of (A) the margin then in effect for Eurodollar Term Loans (which shall be the sum of the Applicable Percentage for Eurodollar Term Loans increased by the amount that any “LIBOR floor” applicable to such Eurodollar Term Loans on such date (i.e., 1.75%) would exceed the Adjusted LIBO Rate (without giving effect to the last sentence of the definition of such term) that would be in effect for a three-month Interest Period commencing on such date) plus (B) the OID initially paid in respect of such Term Loans (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Percentage for such Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments requested by Term Loan Commitment, the Borrowers Incremental Term Loans evidenced thereby and, if applicable, the increase to the Deposit L/C Facility Amount resulting therefrom. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b)(ii) and (IIIc) of Section 4.01 shall be satisfied and the identity Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the banksBorrower, financial institutions (ii) at the time of, and other entities to whom after giving effect to, the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion incurrence of the Incremental Commitments may elect or declineTerm Loans, the Leverage Ratio would not exceed 2.75 to 1.0 (or, in its sole discretionthe event that the Declaration Date Transactions have been consummated on or prior to the Outside Date, as from the Declaration Date, 1.25 to provide such 1.0) and (iii) except as otherwise specified in the applicable Incremental Commitment. Any proposed new Lender Term Loan Assumption Agreement, the Administrative Agent shall enter into a joinder or have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and other agreement in form and substance closing certificates reasonably satisfactory to requested by the Administrative Agent and its counsel consistent with those delivered on the Closing Date under Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Term Borrowing to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Term Borrowing on a pro rata basis. Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing, then the interest rate thereon for such additional Eligible Assignees becoming Lenders Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Term Loan Assumption Agreement. In addition, to the extent any existing Lenders providing an Incremental Commitment, collectivelyTerm Loans are not Other Term Loans, the “scheduled amortization payments under Section 2.11(a)(i) required to be made after the making of such Incremental Lenders”)Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Incremental Commitments. (ia) The Borrowers may by written notice to Company shall have the Administrative Agent (whereupon right, without requiring the Administrative Agent shall promptly deliver a copy to each consent of any of the Lenders) request, to request at any time and from time to time (a) after the extension Effective Date so long as no Default or Event of Default has occurred and is continuing, that one or more term loan commitments or Lenders (and/or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”other Persons which are Eligible Transferees and which will become Lenders as provided below) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and the Company (with such consent, in any such case, not to be unreasonably withheld) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Committed Rate Loans pursuant thereto; it being understood and agreed, however, that (i) until such time, if any, as such Lender has agreed in its counsel sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (b) of this subsection 2.19, such additional Lender shall not be obligated to fund any Committed Rate Loans in excess of its Commitment as in effect prior to giving effect to such Incremental Commitment provided pursuant to this subsection 2.19, (ii) any Lender (including any Eligible Assignees becoming Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to this subsection 2.19 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee who will become a Lender)) of at least $10,000,000; provided, that such amount may be less than $10,000,000 if such amount represents all remaining availability under the following clause (iv), (iv) the aggregate amount of all Incremental Commitments provided pursuant to this subsection 2.19 shall not exceed $1,500,000,000 (v) all Committed Rate Loans made pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be obligations under this Agreement and (vi) all actions taken by the Company pursuant to this subsection 2.19 shall be done in coordination with the Administrative Agent. (b) At the time of the provision of Incremental Commitments pursuant to this subsection 2.19, the Company, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Incremental Commitment Agreement, with the effectiveness of such Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement, which date in any existing Lenders providing an event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees), (x) all Incremental Commitment Requirements are satisfied and (y) all other conditions set forth in this subsection 2.19 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the Incremental Lender shall be bound by and entitled to the benefits of this Agreement with respect to its Incremental Commitment, collectively(ii) the Aggregate Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments, (iii) Schedule I and the “Commitment Percentage” of each Lender shall be deemed modified to reflect the revised Commitments of the affected Lenders and (iv) to the extent requested by any Incremental Lender, promissory notes will be issued, at the Company’s expense, to such Incremental Lender in conformity with the requirements of subsection 2.11(d). (c) At the time of any provision of Incremental Commitments pursuant to this subsection 2.19 (or at any later time as may be specified by the Administrative Agent), the “Company shall, in coordination with the Administrative Agent, repay outstanding Committed Rate Loans of certain of the Lenders, and incur additional Committed Rate Loans from certain other Lenders (including the Incremental Lenders”), in each case to the extent necessary so that all of the Lenders participate in each outstanding Tranche (in the case of Eurodollar Loans) or borrowing (in the case of Alternate Base Rate Loans), as the case may be, of Committed Rate Loans pro rata on the basis of their respective Commitment Percentages (after giving effect to any increase in the Aggregate Commitments pursuant to this subsection 2.19) and with the Company being obligated to pay to the respective Lenders any costs of the type referred to in subsection 2.16 in connection with any such repayment.

Incremental Commitments. (ia) The Borrowers Borrower may from time to time by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy elect to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan request incremental revolving credit commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit CommitmentCommitments”), in an ) for the purpose of increasing the aggregate Revolving Credit Commitments; provided that (1) the aggregate amount (with respect to both Incremental Term Commitments and of all Incremental Revolving Credit CommitmentsCommitments shall not (as of any date of incurrence thereof) not to exceed $125,000,000. Each Incremental Commitment shall be in an 50,000,000 and (2) the aggregate amount of each increase in the Revolving Credit Commitments pursuant to this section shall not be less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent)a whole multiple of $1,000,000 in excess thereof. Each such notice delivered pursuant to this Section 3.1 shall specify (Ii) the date (the each, an “Increase Effective Increased Amount Date”) on which the Borrowers propose Borrower proposes that the proposed any Incremental Revolving Credit Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)Agent, (IIii) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the bankswhat portion, financial institutions and other entities to whom the Borrowers propose that any portion if any, of such Incremental Revolving Credit Commitments shall be allocated applicable to the Seasonal Adjustment Amount and the amounts (iii) what portion, if any, of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who Incremental Revolving Credit Commitments shall be Eligible Assigneesapplicable to the Loan Cap Amount (such portions in the aggregate to add up to the aggregate amount of such Incremental Revolving Credit Commitments). The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Revolving Credit Commitment (any such Person, a “New Lender”). Any existing Lender Person offered or approached to provide all or a portion of the any Incremental Revolving Credit Commitments may elect or decline, in its sole discretion, to provide such an Incremental Revolving Credit Commitment. Any proposed new Incremental Revolving Credit Commitment shall become effective as of the related Increased Amount Date; provided that: (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Revolving Credit Commitments and (2) the making of any Loans or the issuance of any Letters of Credit pursuant thereto; (B) all Revolving Credit Loans made, and all reimbursement obligations in respect of Letters of Credit issued, pursuant to any Incremental Revolving Credit Commitments shall constitute Obligations of the Borrower, shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis and shall otherwise be subject to the same terms and conditions as other Revolving Credit Loans and Letters of Credit, respectively; (C) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the New Lenders providing Incremental Revolving Credit Commitments) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the New Lenders providing Incremental Revolving Credit Commitments) agree to make all payments and adjustments necessary to effect such reallocation, and the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); (D) any New Lender with an Incremental Revolving Credit Commitment shall enter into be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility, and any Extensions of Credit made in connection with each Incremental Revolving Credit Commitment shall receive proceeds of prepayments on the same basis as the other Extensions of Credit made hereunder; (E) Incremental Revolving Credit Commitments shall be effected pursuant to one or more joinder agreements (each a joinder “Joinder Agreement”) executed and delivered by the Borrower, the Administrative Agent and the applicable New Lenders (which Joinder Agreement(s) shall be in form and substance reasonably satisfactory to the parties thereto and may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or other agreement appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.14); (F) the Administrative Agent and the Lenders shall have received from the Borrower a certificate of the chief financial officer or treasurer of the Borrower demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Article X (based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable) both before and after giving effect (on a Pro Forma Basis) to (x) any Incremental Revolving Credit Commitment and (y) the making of any Revolving Credit Loans pursuant thereto (with any Incremental Revolving Credit Commitment being deemed to be fully funded); and (G) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing the borrowing of Revolving Credit Loans and the request of Letters of Credit pursuant to Incremental Revolving Credit Commitments) reasonably requested by the Administrative Agent and its counsel in connection with any such transaction. (such additional Eligible Assignees becoming b) The New Lenders shall be included in any determination of the Required Lenders and the New Lenders will not constitute a separate voting class or separate tranche of Loans for any existing Lenders providing purposes under this Agreement. (c) On any Increased Amount Date on which any Incremental Revolving Credit Commitment becomes effective, subject to the foregoing terms and conditions, each New Lender with an Incremental Revolving Credit Commitment shall become a Revolving Credit Lender hereunder with respect to such Incremental Revolving Credit Commitment, collectively, the “Incremental Lenders”).

Incremental Commitments. (a) The BorrowerBorrowers and any one or more Lenders (including New Lenders) may from time to time prior to the Initial Revolving Termination Date agree that such Lenders shall make, obtain or increase the amount of their Revolving Commitments (each, a “Commitment Increase”) by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) The Borrowers the amount of such increase and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Revolving Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the Maximum Permitted Increase Amount, and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than five Increased Facility Closing Dates may be selected by written notice the BorrowerBorrowers after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Parent Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the Administrative Agent same extent as if originally a party hereto and shall promptly deliver a copy be bound by and entitled to the benefits of this Agreement. (c) Upon each Increased Facility Closing Date, the BorrowerBorrowers shall (A) prepay the outstanding Revolving Loans (if any) in full, (B) simultaneously borrow new Revolving Loans hereunder in an amount equal to such prepayment (in the case of Eurodollar Loans, with Eurodollar Base Rates equal to the Lendersoutstanding Eurodollar Base Rate and with Interest Period(s) requestending on the date(s) of any then outstanding Interest Period(s)), from time as applicable (as modified hereby); provided that with respect to time subclauses (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”A) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionB), (IIx) the total of prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose extent that any portion of the amount prepaid to such Incremental Commitments Lender will be allocated subsequently borrowed from such Lender and (y) the existing Lenders (including existing Lenders providing a Commitment Increase, if applicable) and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing New Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declinemake and receive payments among themselves, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are held ratably by such existing Lenders and New Lenders in accordance with the respective Revolving Commitments of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their Revolving Commitments as so increased. The Administrative Agent and its counsel 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 this clause (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”c).

Incremental Commitments. (ia) The Borrowers may by written notice to Borrower shall have the right, in consultation and coordination with, Administrative Agent (whereupon as to all of the Administrative Agent shall promptly deliver a copy to each matters set forth below in this Section 2.14, but without requiring the consent of any of the Lenders) request, to request at any time and from time to time (a) after the extension of Amendment No. 3 Effective Date and prior to the date which is three months prior to the Revolving Loan Maturity Date, that one or more term loan commitments or Lenders (and/or one or more increases in any existing term loan commitments other Persons which are Eligible Transferees and which will become Lenders as provided below) provide Incremental Commitments, it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Commitment as a result of any such new or increased term loan commitmentrequest by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent executed and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (unless otherwise consented b) of this Section 2.14, such Lender shall not be obligated to by the Administrative Agent fund any Revolving Loans or participate in Swingline Loans or Letters of Credit in excess of its DMEAST #35945034 v12 47 discretion)Commitment as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14, (IIii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to this Section 2.14 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee who will become a lender)) of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof, and (iv) the total aggregate amount of all Incremental Commitments provided pursuant to this Section 2.14 shall not exceed the Maximum Incremental Commitment Amount. (b) At the time of the provision of Incremental Commitments requested by pursuant to this Section 2.14, the Borrowers and (III) the identity of the banksBorrower, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to Administrative Agent an Incremental Commitment Agreement, with the effectiveness of such additional Eligible Assignees becoming Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to Administrative Agent (or any affiliate thereof)), (x) all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in this Section 2.14 shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments, (ii) Appendix A shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any existing Lenders providing an Incremental CommitmentLender, collectivelyRevolving Loan Notes will be issued, at the expense of the Borrower, to such Incremental Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental Commitments pursuant to this Section 2.14, the “Borrower shall, in coordination with Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders”), in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Commitment pursuant to this Section 2.14) and with the Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.10 in connection with any such repayment and/or incurrence.

Incremental Commitments. The Company may, upon five (i5) The Borrowers may by written Business Days’ notice to the Administrative Agent (whereupon Agent, increase the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of Revolving Loan Commitment amount by adding one or more term loan commitments lenders or one increasing the Revolving Loan Commitment of a Lender, determined by the Company in its sole discretion, subject to the consent of the Administrative Agent, Swingline Lender and Issuing Banks (such consent not to be unreasonably withheld), which lender or more increases in any existing term loan commitments lenders are willing to commit to such increase (any each such new or increased term loan lender, a “New Lender,” and such commitment, an the “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”); provided, in however, that (i) the Company may not elect any Incremental Commitment after the occurrence and during the continuance of an aggregate amount Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Commitment, (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitmentsii) not to exceed $125,000,000. Each each Incremental Commitment shall be in an aggregate amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (iii) after giving effect to all Incremental Commitments the aggregate Revolving Loan Commitments shall not exceed $3,750,000,000 and integral multiples thereof (iv) on the effective date of the Incremental Commitment, each New Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such lesser amount and/or multiples other actions as the Administrative Agent may determine to be agreed necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Borrowing Agent Lenders in accordance with the Revolving Loan Commitments. An Incremental Commitment shall become effective upon the execution by each applicable New Lender of a counterpart of this Agreement and delivering such counterpart to the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) Over the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total term of the Incremental Agreement the Company shall increase the Revolving Loan Commitments requested by the Borrowers and no more than four (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”4).

Incremental Commitments. (ia) The Borrowers may Company may, by written notice to the General Administrative Agent, request Incremental Term Loan Commitments, additional U.S. Revolving Commitments, additional Multicurrency Commitments and/or additional Japanese Commitments, as applicable, in an aggregate amount not to exceed the Incremental Facility Amount at such time, from one or more Incremental Term Lenders or Persons who will become U.S. Revolving Lenders, Multicurrency Lenders and/or Japanese Lenders (which may include any existing Lender willing to provide the same, in their own discretion); provided that each such Person, if not already a Lender hereunder, shall be subject to the approval of the General Administrative Agent and, if assuming a U.S. Revolving Commitment, the Issuing Lender and the Swingline Lender (whereupon which approvals shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments, additional U.S. Revolving Commitments, additional Multicurrency Commitments and/or additional Japanese Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount), the date on which such Incremental Term Loan Commitments, additional U.S. Revolving Commitments, additional Multicurrency Commitments and/or additional Japanese Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the General Administrative Agent) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). (b) The Company and each Incremental Term Lender, additional U.S. Revolving Lender, additional Multicurrency Lender and/or additional Japanese Lender shall execute and deliver to the General Administrative Agent an Incremental Assumption Agreement and such other documentation as the General Administrative Agent shall promptly deliver reasonably specify to evidence the Commitment of such Lender. Each Incremental Assumption Agreement in respect of Incremental Term Loan Commitments shall specify the terms of the Incremental Term Loans to be made thereunder. (c) Each of the parties hereto hereby agrees that the Administrative Agents may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Revolving Commitments of any Class pursuant to Section 6.05(a), the outstanding Revolving Loans (if any) of such Class are held by the Lenders in accordance with their new Applicable Percentages of such Class. This may be accomplished at the discretion of the General Administrative Agent by (i) requiring the outstanding Revolving Loans to be prepaid with the proceeds of a copy new Revolving Borrowing of such Class, (ii) causing non-increasing Lenders to assign (at par, with accrued interest and fees) portions of their outstanding Revolving Loans of the affected Class to Persons who are becoming Lenders (or increasing their Commitments of the applicable Class), or (iii) any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 6.11, but shall otherwise be without premium or penalty. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 6.15 required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans. (d) Notwithstanding the foregoing, no Incremental Term Loan Commitment or increase in any Revolving Commitment shall become effective under this Section 6.05 unless, (i) on the date thereof, the conditions set forth in paragraphs (c) and (d) of Section 8.03 shall be satisfied and the General Administrative Agent shall have received a certificate to that effect dated such date and executed by the President, a Vice President or a Financial Officer of the Company, and (ii) the General Administrative Agent shall have received (with sufficient copies for each of the Lenders) requestlegal opinions, from time to time board resolutions and certificates consistent with those delivered on the Effective Date under paragraphs (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”b) and (be) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)8.01.

Incremental Commitments. The Company may at any time, and from time to time, by notice to the Administrative Agent, request an increase in the Aggregate Commitments provided for under this Agreement (each such increase, an “Incremental Commitment Increase”) or enter into one or more tranches of term loans (each an “Incremental Term Loan”) so long as, after giving effect thereto, the aggregate amount of all such Incremental Commitment Increases and all such Incremental Term Loans, taken together, does not exceed $500,000,000; provided, that (i) The Borrowers the maximum Aggregate Commitment hereunder shall not at any given time be in excess of $2,300,000,000 less any amount of Incremental Term Loans effected pursuant to this Section 2.24, (ii) the maximum Revolving Facility Sublimit shall not at any given time be in excess of $1,500,000,000 (it being understood and agreed that the Revolving Facility Sublimit shall be increased on a dollar-for-dollar basis concurrently with any Incremental Commitment Increase effected under and in accordance with this Section 2.24 (and shall not be increased concurrently with any Incremental Term Loan effected under and in accordance with this Section 2.24), subject at all times to the foregoing $1,500,000,000 absolute limitation), (iii) any such Incremental Commitment Increase or Incremental Term Loan shall be in a minimum amount of $25,000,000 and any whole multiple of $10,000,000 in excess thereof and (iv) each Incremental Commitment Increase will be treated as a Commitment under this Agreement; provided, further, that (A) no Lender shall be required to provide all or any portion of such Incremental Commitment Increase or Incremental Term Loan and nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time and (B) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Incremental Commitment Increase or Incremental Term Loan on the Incremental Commitment Increase Effective Date or Incremental Term Loan Effective Date, as applicable. To achieve the full amount of a requested increase or incremental term loans, as applicable, the Company may by written notice also invite additional banks or other financial institutions (each an “Augmenting Lender”) to become Incremental Increase Lenders in respect of an Incremental Commitment Increase pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitmentjoinder agreement, an “Incremental Term CommitmentJoinder Agreement”) executed by the Borrowers, each Incremental Increase Lender (including any existing Lender and any Augmenting Lender) participating in such increase and the Administrative Agent or to become Incremental Term Loan Lenders in respect of an Incremental Term Loan pursuant to an amendment or restatement in form and substance satisfactory to the Administrative Agent (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit CommitmentTerm Loan Amendment”)) of this Agreement and, in an aggregate amount (with respect to both as appropriate, the other Loan Documents, executed by the Borrowers, each Incremental Term Commitments Loan Lender (including any existing Lender and Incremental Revolving Credit Commitmentsany Augmenting Lender) not to exceed $125,000,000. Each Incremental Commitment shall be participating in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent tranche of incremental term loans and the Administrative Agent); provided that each Incremental Increase Lender and each Incremental Term Loan Lender (including any Augmenting Lender) shall be subject to the approval of the Administrative Agent and each Issuing Lender (such approval in each case not to be unreasonably withheld or delayed) and the approval of the Company, but not the approval of any other Lender. Each notice delivered pursuant to If the Aggregate Commitments are increased in accordance with this Section 3.1 Section, the Administrative Agent and the Company shall specify (I) determine the effective date (the “Incremental Commitment Increase Effective Date”) on which and the Borrowers propose that the proposed Incremental Commitments shall be effectivefinal allocation of such increase, which shall be a date not less than ten (10) Business Days after the date and if incremental term loans are entered into in which such notice is delivered to accordance with this Section, the Administrative Agent and the Company shall determine the effective date (unless otherwise consented to by the “Incremental Term Loan Effective Date”) and the final allocation of such incremental term loans. The Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) shall promptly notify the total Company and the Lenders of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion final allocation of such Incremental Commitments be allocated increase and the amounts of Incremental Commitment Increase Effective Date or such allocationsincremental term loans and the Incremental Term Loan Effective Date, which banksas applicable. On each Incremental Commitment Increase Effective Date, financial institutions or other entities may or may not each Lender, immediately prior to all Incremental Commitment Increases occurring on such Incremental Commitment Increase Effective Date, will automatically and without further action be existing Lenders but who shall be Eligible Assignees. Any existing deemed to have assigned to each Incremental Increase Lender approached to provide all or providing a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide Commitment Increase on such Incremental CommitmentCommitment Increase Effective Date, and each such Incremental Increase Lender will automatically and without further action be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, each Lender (including each Incremental Increase Lender) shall hold its Applicable Percentage (including any additional Commitments of the Incremental Increase Lenders) of the participations hereunder in Letters of Credit. Any proposed new Lender Notwithstanding anything to the contrary set forth herein, (i) the terms of each Incremental Commitment Increase shall enter into a joinder be identical to the Commitments made as of the Closing Date except that the Applicable Rate in respect of the Letter of Credit Fee and/or the Commitment Fee and any other pricing terms (including upfront fees) shall be determined by the Company, the Administrative Agent and the applicable Incremental Increase Lenders and (ii) the Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Advances, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Advances; provided that (1) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other agreement covenants or prepayment requirements applicable only during periods after the Maturity Date and (2) the Applicable Rate and any other pricing terms (including upfront fees) shall be determined by the Company, the Administrative Agent and the applicable Incremental Term Loan Lenders. As a condition precedent to any such increase or incremental term loans, the Company and the Dutch Borrower shall deliver to the Administrative Agent a certificate signed by a senior vice president, the chief financial officer or the treasurer of the such Borrower (i) certifying that such Incremental Commitment Increase and/or Incremental Term Loan and the performance of such Borrower’s obligations thereunder (in form and substance reasonably satisfactory to the Administrative Agent) have been duly authorized (and attaching any evidence thereof reasonably requested by the Administrative Agent), and (ii) certifying that, as of the Incremental Commitment Increase Effective Date and/or the Incremental Term Loan Effective Date, as applicable, before and after giving effect to such Incremental Commitment Increase and/or such Incremental Term Loans, (A) the representations and warranties contained in Article IV and the other Loan Documents are true (except that for such purposes, the representations and warranties contained in Section 4.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a)), (B) no default or event of default under any project engineering, procurement, construction, maintenance and related activities and/or contracts of the Company or any of its Subsidiaries shall have occurred and be continuing which could reasonably be expected to materially and adversely affect the ability of any Borrower to perform its obligations under the Loan Documents and (C) no Default shall have occurred and be continuing. Solely with respect to any Incremental Commitment Increase and any Incremental Term Loans, this Section shall supersede any provisions in Sections 2.14(c), 2.14(d), 8.04 or 8.05 to the contrary. In connection with any Incremental Commitment Increase or any Incremental Term Loans, the Administrative Agent and its counsel the Borrowers may, without the consent of any Lenders, effect such amendments (such additional Eligible Assignees becoming Lenders including, without limitation, an Incremental Term Loan Amendment) to this Agreement and any existing Lenders providing an Incremental Commitmentother Loan Documents as may be necessary or appropriate, collectivelyin the opinion of the Administrative Agent, to effect the “Incremental Lenders”)provisions of this Section 2.24.

Incremental Commitments. (a) The Borrowers and any one or more Lenders (including New Lenders) may from time to time prior to the Initial Revolving Termination Date agree that such Lenders shall make, obtain or increase the amount of their Revolving Commitments (each, a “Commitment Increase”) by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) The the amount of such increase and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Revolving Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the Maximum Permitted Increase Amount, and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than five Increased Facility Closing Dates may be selected by the Borrowers may by written notice after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Parent Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New DocID \\DC - 036150/000014 - 15261895 v6 Lender”) shall become a Lender for all purposes and to the Administrative Agent same extent as if originally a party hereto and shall promptly deliver a copy be bound by and entitled to the benefits of this Agreement. (c) Upon each Increased Facility Closing Date, the Borrowers shall (A) prepay the outstanding Revolving Loans (if any) in full, (B) simultaneously borrow new Revolving Loans hereunder in an amount equal to such prepayment (in the case of Eurodollar Loans, with Eurodollar Base Rates equal to the Lendersoutstanding Eurodollar Base Rate and with Interest Period(s) requestending on the date(s) of any then outstanding Interest Period(s)), from time as applicable (as modified hereby); provided that with respect to time subclauses (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”A) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionB), (IIx) the total of prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose extent that any portion of the amount prepaid to such Incremental Commitments Lender will be allocated subsequently borrowed from such Lender and (y) the existing Lenders (including existing Lenders providing a Commitment Increase, if applicable) and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing New Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declinemake and receive payments among themselves, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are held ratably by such existing Lenders and New Lenders in accordance with the respective Revolving Commitments of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their Revolving Commitments as so increased. The Administrative Agent and its counsel 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 this clause (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”c).

Incremental Commitments. The Borrower Representative may, on behalf of any Borrower, at any time or from time to time after the Closing Date, by notice to Administrative Agent (an “Incremental Loan Request”), request (i) The Borrowers one or more new commitments which may by written notice be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (ii) one or more increases in the amount of the Revolving Commitments (a “Revolving Commitment Increase”) or a new Class of Revolving Commitments (collectively with any Revolving Commitment Increase, the “Incremental Revolving Credit Commitments”, and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $178,800,000218,900,000 and (2) 100% of Consolidated Adjusted EBITDA for the most recently completed Test Period (calculated on a Pro Forma Basis) minus any amounts previously utilized in reliance on this Fixed Incremental Amount (and not redesignated) and the amount of Incremental Equivalent Debt incurred in lieu thereof (and not redesignated) (the “Fixed Incremental Amount”) plus (B) an unlimited amount (the “Incremental Incurrence-Based Amount”), so long as on a Pro Forma Basis after giving effect to the Administrative Agent incurrence of any such Incremental Loans (assuming the full amount of any such Indebtedness in the form of a revolving credit facility is drawn) (without netting the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Credit Commitment not promptly applied for the specified transaction in connection with such incurrence upon receipt thereof in calculation thereof), the Total Net Leverage Ratio does not exceed 4.50:1.00 as of the last day of the most recently completed Test Period (calculated on a Pro Forma Basis) (this clause (B), the “Incremental Ratio Debt Basket”), plus (C) any voluntary prepayments and buybacks (limited to the actual amount of cash paid) of the Initial Term Loans and the Incremental Term Loans, voluntary prepayments of the Revolving Loans (to the extent accompanied by permanent commitment reductions thereto), voluntary prepayments and buybacks (limited to the actual amount of cash paid) of any other Term Loans, Revolving Loans or other Indebtedness, in each case, secured on a pari passu basis with the Initial Term Loans (in the case of any prepayment of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) so long as the relevant prepayment was not already included in this clause (C), and payments utilizing the yank-a-bank provisions of the Credit Documents, in each case, prior to such time and other than any such voluntary prepayments (and commitment reductions) and buybacks to the extent financed with the proceeds of long term Indebtedness (other than any revolving Indebtedness) or any Specified Equity Contribution (this clause (C), the “Prepayment Amount”) plus (D) in the case of any Incremental Term Commitments or Incremental Revolving Credit Commitments that effectively extend the maturity date of any Facility, an amount equal to the portion of such Facility that will be replaced by such Incremental Term Commitments or Incremental Revolving Credit Commitments (this clause (D), the “Effective Extension Incremental Amount”) (the sum of (A), (B), (C) and (D) being referred to herein as the “Incremental Cap”), whereupon the Administrative Agent shall promptly deliver a copy of such request to each of the Lenders) request; provided that, from time to time (a) for purposes of the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitmentforegoing, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (Borrower Representative may elect to use the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered Incurrence-Based Amount prior to the Administrative Agent (unless otherwise consented Fixed Incremental Amount, the Prepayment Amount and the Effective Extension Incremental Amount, and if the Fixed Incremental Amount, the Prepayment Amount and/or the Effective Extension Incremental Amount, on the one hand, and the Incremental Incurrence-Based Amount, on the other hand, are each available and the Borrower Representative does not make an election, the Borrower Representative will be deemed to by have elected to use the Administrative Agent in its DMEAST #35945034 v12 47 discretion), Incremental Incurrence-Based Amount first and (II) the total Incremental Incurrence-Based Amount will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount, the Prepayment Amount and/or the Effective Extension Incremental Amount concurrently with the incurrence of any amounts in reliance on the Incremental Commitments requested by the Borrowers and (III) the identity of the banksIncurrence-Based Amount; provided, financial institutions and other entities to whom the Borrowers propose further that any portion of Incremental Commitments incurred other than under the Incremental Incurrence-Based Amount shall be automatically re-designated as incurred under the Incremental Incurrence-Based Amount if the Borrowers meet the applicable ratio under the Incremental Incurrence-Based Amount on a pro forma basis at any time subsequent to the incurrence of such Incremental Commitments be allocated and Commitment (for purposes of clarity, with any such redesignation having the amounts effect of increasing the Borrower’s ability to incur Indebtedness under the Fixed Incremental Amount, the Effective Extension Incremental Amount, and/or the Prepayment Amount, as applicable, as of the date of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion redesignation by the amount of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”Indebtedness so redesignated).

Incremental Commitments. (ia) The Borrowers may Borrower shall have the right, at any time and from time to time after the Restatement Effective Date by written notice to and in consultation with the Administrative Agent Agent, to request (whereupon i) an increase in the Administrative Agent shall promptly deliver aggregate Commitments (each such requested increase, a copy to each of the Lenders“Revolving Commitment Increase”), and/or (ii) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any each such new or increased requested term loan commitment, an a “Term Loan Commitment” and, together with any Revolving Commitment Increase, the “Incremental Term CommitmentCommitments”) and (b) the extension of to make one or more new Revolving Credit Commitments or term loans (each a “Term Loan”) by having one or more increases existing Lenders increase their respective Commitments then in the existing Revolving Credit Commitments effect and/or provide a Term Loan Commitment (any such new or increased Revolving Credit Commitmenteach, an “Incremental Revolving Credit CommitmentIncreasing Lender”), in by adding as a Lender with a new Commitment and/or Term Loan Commitment hereunder one or more Persons that are not already Lenders (each, an aggregate amount “Additional Lender” and, together with each Increasing Lender, the “Incremental Lenders”), or a combination thereof; provided that (with respect to both Incremental Term Commitments and Incremental Revolving Credit CommitmentsA) not to exceed $125,000,000. Each any such request for an Incremental Commitment shall be in an aggregate a minimum amount not less than of $5,000,000 and integral multiples thereof 25,000,000, (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant B) immediately after giving effect to this Section 3.1 shall specify any Incremental Commitment, (Iy) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed aggregate Commitments plus Incremental Commitments shall not exceed $350,000,000 and (z) the aggregate of all Incremental Commitments effected shall not exceed $100,000,000, (C) no Default or Event of Default shall have occurred and be effectivecontinuing on the applicable Incremental Commitment Effective Date (as hereinafter defined) or shall result from any Incremental Commitment, which (D) immediately after giving effect to any Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof) the Borrower shall be a date not less than in compliance with the financial covenants contained in ARTICLE VII, and (E) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Incremental Commitment by providing such notice to the Administrative Agent ten (10) Business Days after before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Incremental Commitment if it provides written notice of its election to participate within ten (10) Business Days of the date Administrative Agent’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Incremental Commitment. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for an Incremental Commitment to an Incremental Lender, the Administrative Agent or ▇▇▇▇▇ Fargo, as Arranger, shall be for their own account and shall be in which an amount, if any, mutually agreed upon by each such notice is delivered party and the Borrower, in each party’s sole discretion. Nothing contained in this Section 2.20 shall be construed to obligate the Borrower to pay any fee for an Incremental Commitment to an Incremental Lender, the Administrative Agent or either Arranger. (b) Revolving Commitment Increases, if any, shall have the same terms (other than upfront fees) as the existing Commitments and be effected as set forth in Section 2.20(f). Term Loan Commitments, if any, shall have terms and conditions acceptable to the Administrative Agent Agent, the Incremental Lenders making such Term Loan Commitments and the Borrower (unless otherwise consented such terms and conditions to be set forth in an amendment to this Agreement effective as of the Incremental Commitment Effective Date), provided that the Term Loans made pursuant to such Term Loan Commitments (i) shall not mature earlier than the Maturity Date, and (ii) will constitute Obligations of the Borrower on a pari passu basis with any Revolving Loans (c) Each Additional Lender must be approved in writing by the Administrative Agent and the Issuing Lender. The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrower may reasonably require including without limitation the documentation for the amendment referred to in its DMEAST #35945034 v12 47 discretionSection 2.20(e)(i)(A), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel the Borrower, to evidence the Commitment adjustments referred to in Section 2.20(f). (d) If Incremental Commitments are provided in accordance with this Section 2.20, the Borrower (in consultation with the Administrative Agent) and each Incremental Lender shall agree upon the effective date (the “Incremental Commitment Effective Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such additional Eligible Assignees becoming Lenders increase and the Incremental Commitment Effective Date. For clarity, no Lender other than an Incremental Lender must execute any existing Lenders providing joinder or amendment in connection with an Incremental Commitment, collectively. (e) Notwithstanding anything set forth in this Section 2.20 to the contrary, the Borrower shall not incur any Revolving Loans or Term Loans pursuant to any Incremental Commitment (and no Incremental Commitment shall be effective) unless the conditions set forth in Section 2.20(a) as well as the following conditions precedent are satisfied on the applicable Incremental Commitment Effective Date: (i) The Administrative Agent shall have received the following, each dated the Incremental Commitment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) an amendment to this Agreement signed by the Incremental Lenders setting forth the terms and conditions of the Term Loan Commitments, if any, and the reallocation of Commitments and the allocation of Term Loan Commitments, as applicable, referred to in Section 2.20(f), together with all other documentation required by the Administrative Agent pursuant to Section 2.20(c); (B) an instrument, duly executed by the Borrower and each other Subsidiary Guarantor, if any, acknowledging and reaffirming its obligations under the Subsidiary Guaranty, and the other Credit Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Incremental Commitment; (D) a certificate of a Financial Officer of the Borrower, certifying that (x) all representations and warranties of the Borrower and the Subsidiary Guarantors contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Incremental Commitment Effective Date (except to the extent such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects or except to the extent that such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), (y) immediately after giving effect to such Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the financial covenants contained in ARTICLE VII, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) an opinion or opinions of counsel for the Borrower and the Subsidiary Guarantors, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested. (f) For Revolving Commitment Increases, on the Incremental Commitment Effective Date, (i) the aggregate principal outstanding amount of the Revolving Loans (the “Initial Loans”) immediately prior to giving effect to the Incremental LendersCommitment shall be deemed to be repaid, (ii) immediately after the effectiveness of the Incremental Commitment, the Borrower shall be deemed to have made new Borrowings of Revolving Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.2(b), (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Incremental Commitment) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Incremental Commitment) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Incremental Commitment) of the Initial Loans and (z) such Lender’s pro rata percentage (calculated after giving effect to the Incremental Commitment) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Incremental Commitment), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1 shall be amended to reflect the Commitments of all Lenders after giving effect to the Incremental Commitment. The deemed payments made pursuant to clause (i) above in respect of each LIBOR Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Incremental Commitments. (ia) The Borrowers may Borrower may, from time to time, by written notice to the Administrative Agent, request Incremental Term Loan Commitments and/or additional Revolving Commitments, as applicable (collectively, “ Incremental Commitments ”), from one or more Lenders (in the sole discretion of such Lenders) or Eligible Assignees who will become Lenders, in an aggregate principal amount of up to $ 20 , 000 , 000 ; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), no Default shall have occurred and be continuing or would result therefrom ; provided , further , that ( 1 ) each such person, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in connection with any additional Revolving Commitment, the L/C Issuer and the Swingline Lender (whereupon which approvals shall not be unreasonably withheld, conditioned or delayed) and ( 2 ) the Borrower may make only 4 such requests . Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or additional Revolving Commitments being requested (which shall be in minimum increments of $ 1 , 000 , 000 and a minimum amount of $ 5 , 000 , 000 , or if the remaining Incremental Commitments are less than $ 5 , 000 , 000 , the remaining Incremental Commitment), (ii) the date on which such Incremental Term Loan Commitments and/or additional Revolving Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“ Other Term Loans ”) . All Incremental Term Loans shall be made in Dollars . (b) The Borrower and each Incremental Term Lender and/or additional Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall promptly deliver a copy reasonably specify to evidence the Incremental Commitment of such Lender . Subject to clause (c) below, each Incremental Assumption Agreement in respect of Incremental Term Loan Commitments shall specify the terms of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) Loans to be made thereunder . The Administrative Agent shall promptly notify each Lender as to the extension effectiveness of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “each Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000Assumption Agreement . Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Commitment Assumption Agreement, this Credit Agreement shall be in an aggregate amount not less than $5,000,000 deemed amended to the extent (but only to the extent) necessary to reflect the existence and integral multiples thereof (or terms of the 71 NAI - 1543452693v1 1543452693v6 Incremental Commitments evidenced thereby and any increase to the Applicable Margins required by the foregoing provisions of this paragraph . Any such lesser amount and/or multiples as deemed amendment may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date memorialized in which such notice is delivered to the Administrative Agent (unless otherwise consented to writing by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed) and furnished to the other parties hereto . (IIc) the total The terms of the each Incremental Commitments requested by the Borrowers and (III) the identity of the banksTerm Loan and, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocationsas applicable, which banks, financial institutions or other entities may or may not be existing Lenders but who each additional Revolving Commitment shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel in any event : (i) shall rank pari passu in right of payment and of security with the existing Revolving Loans and the existing Term Loans ; (ii) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of the Term Loans outstanding at the time of incurrence of such Incremental Term Loans ; (iii) in the case of Incremental Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then existing Term Loans ; (iv) in the case of Incremental Term Loans, subject to clauses (ii) and (iii) above, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders ; (v) in the case of Incremental Term Loans, subject to clause (x) below, shall have an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders ; (vi) in the case of Incremental Term Loans, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of initial Term Loans hereunder, as specified in the applicable Incremental Assumption Agreement ; (vii) without the prior written consent of any Loan Party or Credit Party, if the Effective Yield on any secured Other Term Loans (as determined by the Administrative Agent) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “ Yield Differential ”) the Effective Yield (as determined by the Administrative Agent) on any then outstanding Class of Term Loans, then the Applicable Margin for each such Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Other Term Loans ; and (viii) all material terms of any additional Revolving Commitments and Revolving Loans under such additional Eligible Assignees becoming Lenders Revolving Commitments shall be identical to the existing Revolving Commitments and any existing Lenders providing an Revolving Loans . (d) No Incremental CommitmentTerm Loan Commitments or additional Revolving Commitments shall become effective under this Section 2 . 11 unless, collectivelyon the date of such effectiveness, (i) the “conditions set forth in paragraphs (a) and (b) of Section 4 . 2 shall be satisfied as if it was a borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower ; (ii) the Total Consolidated Net Leverage Ratio on a Pro Forma Basis after giving effect to such Incremental Lenders”).Term Loans or Revolving Commitments, as applicable, shall be at least 0 . 25 x less than the maximum Consolidated Net Leverage Ratio permitted for such period under Section 7.12; and (iii) the Administrative Agent shall have received (with sufficient copies for each of 72 NAI - 1543452693v1 1543452693v6

Incremental Commitments. (ia) The Borrowers Borrower may at any time or from time to time after the Effective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestAgent, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or request one or more increases in the existing Revolving Credit amount of the Commitments (any each such new or increased Revolving Credit Commitmentincrease, an a “Incremental Revolving Credit CommitmentCommitment Increase”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (x) no Default shall exist and (y) all representations and warranties in an this Agreement or any other Loan Document shall be true and correct in all material respects and (ii) the aggregate amount (with respect of all Commitment Increases pursuant to both Incremental Term this Section 2.20, when added to the initial aggregate amount of the Lenders’ Commitments and Incremental Revolving Credit Commitments) on the Effective Date, shall not to exceed $125,000,0001,000,000,000. Each Incremental Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and integral multiples thereof 20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount of the relevant Commitment Increase. Commitment Increases may be provided, by any existing Lender 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 shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04 for an assignment of Revolving Loans or Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such lesser amount and/or multiples as may be agreed Lender’s Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement, executed by the Borrowing Agent Borrower, each Lender agreeing to provide such Commitment Increase, if any, each Additional Lender, if any, and the Administrative Agent). Each notice delivered The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the occasion of any Borrowing” or “issuance, amendment, renewal or extension of a Letter of Credit” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Commitment Increases, unless it so agrees. Upon each increase in the Commitments pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)2.20, (IIa) the total of the Incremental Commitments requested by the Borrowers each Lender immediately prior to such increase will automatically and (III) the identity of the banks, financial institutions and other entities without further act be deemed to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing have assigned to each Lender approached to provide all or providing a portion of the Incremental Commitments may elect Commitment Increase (each, a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the Total Commitment represented by such Lender’s Commitment and (b) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.15. The Administrative Agent and its counsel 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. (such additional Eligible Assignees becoming Lenders and b) This Section 2.20 shall supersede any existing Lenders providing an Incremental Commitment, collectively, provisions in Section 2.17 or 9.02 to the “Incremental Lenders”)contrary.

Incremental Commitments. (i) The Borrowers may Borrower may, from time to time, by written notice to the Administrative Agent Agent, request Incremental Term Loan Commitments and/or additional Revolving Commitments, as applicable (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestcollectively, “Incremental Commitments”), from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments Lenders (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any sole discretion of such new Lenders) or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”)Eligible Assignees who will become Lenders, in an aggregate principal amount (with respect of up to both $10,000,000; provided that at the time of the incurrence of such Incremental Term Commitments and Incremental Revolving Credit Commitmentsimmediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), (A) not to exceed $125,000,000. Each Incremental Commitment no Default shall have occurred and be continuing or would result therefrom, (B) the Borrower shall be in an aggregate amount not compliance with the financial covenants set forth in Section 7.12, and (C) the Consolidated Leverage Ratio shall be less than or equal to 0.50x less than the maximum Consolidated Leverage Ratio (before and after giving effect thereto on a Pro Forma Basis) permitted pursuant to Section 7.12(a); provided, further, that each such person, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in connection with any additional Revolving Commitment, the L/C Issuer (which approval shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or additional Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and integral multiples thereof a minimum amount of $5,000,000), (or ii) the date on which such lesser amount Incremental Term Loan Commitments and/or multiples as may additional Revolving Commitments are requested to become effective (which shall not be less than ten Business Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed All Incremental Commitments Term Loans shall be effective, which shall be a date not less than ten (10) Business Days after the date made in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Dollars.

Incremental Commitments. (ia) The Borrowers may Borrower shall have the right, at any time and from time to time after the Restatement Effective Date by written notice to and in consultation with the Administrative Agent Agent, to request (whereupon i) an increase in the Administrative Agent shall promptly deliver aggregate Commitments (each such requested increase, a copy to each of the Lenders“Revolving Commitment Increase”), and/or (ii) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any each such new or increased requested term loan commitment, an a “Term Loan Commitment” and, together with any Revolving Commitment Increase, the “Incremental Term CommitmentCommitments”) and (b) the extension of to make one or more new Revolving Credit Commitments or term loans (each a “Term Loan”) by having one or more increases existing Lenders increase their respective Commitments then in the existing Revolving Credit Commitments effect and/or provide a Term Loan Commitment (any such new or increased Revolving Credit Commitmenteach, an “Incremental Revolving Credit CommitmentIncreasing Lender”), in by adding as a Lender with a new Commitment and/or Term Loan Commitment hereunder one or more Persons that are not already Lenders (each, an aggregate amount “Additional Lender” and, together with each Increasing Lender, the “Incremental Lenders”), or a combination thereof; provided that (with respect to both Incremental Term Commitments and Incremental Revolving Credit CommitmentsA) not to exceed $125,000,000. Each any such request for an Incremental Commitment shall be in an aggregate a minimum amount not less than of $5,000,000 and integral multiples thereof 25,000,000, (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant B) immediately after giving effect to this Section 3.1 shall specify any Incremental Commitment, (Iy) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed aggregate Commitments plus Incremental Commitments shall not exceed $400,000,000 and (z) the aggregate of all Incremental Commitments effected shall not exceed $150,000,000, (C) no Default or Event of Default shall have occurred and be effectivecontinuing on the applicable Incremental Commitment Effective Date (as hereinafter defined) or shall result from any Incremental Commitment, which (D) immediately after giving effect to any Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof) the Borrower shall be a date not less than in compliance with the financial covenants contained in ARTICLE VII, and (E) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Incremental Commitment by providing such notice to the Administrative Agent ten (10) Business Days after before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Incremental Commitment if it provides written notice of its election to participate within ten (10) Business Days of the date Administrative Agent’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Incremental Commitment. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for an Incremental Commitment to an Incremental Lender, the Administrative Agent or ▇▇▇▇▇ Fargo, as Arranger, shall be for their own account and shall be in which an amount, if any, mutually agreed upon by each such notice is delivered party and the Borrower, in each party’s sole discretion. Nothing contained in this Section 2.21 shall be construed to obligate the Borrower to pay any fee for an Incremental Commitment to an Incremental Lender, the Administrative Agent or either Arranger. (b) Revolving Commitment Increases, if any, shall have the same terms (other than upfront fees) as the existing Commitments and be effected as set forth in Section 2.21(f). Term Loan Commitments, if any, shall have terms and conditions acceptable to the Administrative Agent Agent, the Incremental Lenders making such Term Loan Commitments and the Borrower (unless otherwise consented such terms and conditions to be set forth in an amendment to this Agreement effective as of the Incremental Commitment Effective Date), provided that the Term Loans made pursuant to such Term Loan Commitments (i) shall not mature earlier than the Maturity Date, and (ii) will constitute Obligations of the Borrower on a pari passu basis with any Revolving Loans (c) Each Additional Lender must be approved in writing by the Administrative Agent and the Issuing Lenders. The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrower may reasonably require including without limitation the documentation for the amendment referred to in its DMEAST #35945034 v12 47 discretionSection 2.21(e)(i)(A), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel the Borrower, to evidence the Commitment adjustments referred to in Section 2.21(f). (d) If Incremental Commitments are provided in accordance with this Section 2.21, the Borrower (in consultation with the Administrative Agent) and each Incremental Lender shall agree upon the effective date (the “Incremental Commitment Effective Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such additional Eligible Assignees becoming Lenders increase and the Incremental Commitment Effective Date. For clarity, no Lender other than an Incremental Lender must execute any existing Lenders providing joinder or amendment in connection with an Incremental Commitment, collectively. (e) Notwithstanding anything set forth in this Section 2.21 to the contrary, the Borrower shall not incur any Revolving Loans or Term Loans pursuant to any Incremental Commitment (and no Incremental Commitment shall be effective) unless the conditions set forth in Section 2.21(a) as well as the following conditions precedent are satisfied on the applicable Incremental Commitment Effective Date: (i) The Administrative Agent shall have received the following, each dated the Incremental Commitment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) an amendment to this Agreement signed by the Incremental Lenders setting forth the terms and conditions of the Term Loan Commitments, if any, and the reallocation of Commitments and the allocation of Term Loan Commitments, as applicable, referred to in Section 2.21(f), together with all other documentation required by the Administrative Agent pursuant to Section 2.21(c); (B) an instrument, duly executed by the Borrower and each other Subsidiary Guarantor, if any, acknowledging and reaffirming its obligations under the Subsidiary Guaranty, and the other Credit Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Incremental Commitment; (D) a certificate of a Financial Officer of the Borrower, certifying that (x) all representations and warranties of the Borrower and the Subsidiary Guarantors contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Incremental Commitment Effective Date (except to the extent such representation and warranty is qualified by materiality or reference to Material Adverse Effect or Material Adverse Change, in which case, such representation and warranty shall be true and correct in all respects or except to the extent that such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), (y) immediately after giving effect to such Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the financial covenants contained in ARTICLE VII, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) an opinion or opinions of counsel for the Borrower and the Subsidiary Guarantors, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested. (f) For Revolving Commitment Increases, on the Incremental Commitment Effective Date, (i) the aggregate principal outstanding amount of the Revolving Loans (the “Initial Loans”) immediately prior to giving effect to the Incremental LendersCommitment shall be deemed to be repaid, (ii) immediately after the effectiveness of the Incremental Commitment, the Borrower shall be deemed to have made new Borrowings of Revolving Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.2(b), (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Incremental Commitment) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Incremental Commitment) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such ▇▇▇▇▇▇’s pro rata percentage (calculated without giving effect to the Incremental Commitment) of the Initial Loans and (z) such Lender’s pro rata percentage (calculated after giving effect to the Incremental Commitment) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Incremental Commitment), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1 shall be amended to reflect the Commitments of all Lenders after giving effect to the Incremental Commitment. The deemed payments made pursuant to clause (i) above in respect of each SOFR Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.19 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Incremental Commitments. (a) So long as the Incremental Term Loan Request Requirements are satisfied at the time of the delivery of the request referred to below, the Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.13A, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Amendment No. 2 Effective Date and prior to the date that is three months prior to the Term Loan Maturity Date, that one or more Lenders (and/or one or more other Persons that are Eligible Transferees and that will become Incremental Term Lenders as provided below) provide incremental term loans having the terms provided in the next sentence (the “Incremental Term Loans”), it being understood and agreed, however, that (i) The Borrowers no Lender shall be obligated to provide an Incremental Term Loan as a result of any such request by the Borrower, (ii) any Lender (including any Eligible Transferee that will become an Incremental Term Lender) may so provide an Incremental Term Loan without the consent of any other Lender, (iii) each provision of Incremental Term Loans on a given date pursuant to this Section 2.13A shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee that will become an Incremental Term Lender)) of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof, and (iv) the aggregate amount of all Incremental Term Loans provided pursuant to this Section 2.13A shall not exceed the Incremental Aggregate Amount minus the amount of any Incremental Commitments made pursuant to Section 2.13(a). Incremental Term Loans shall be subject to the following: (i) terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Incremental Term Loan Amendment, identical to the Term Loans (it being understood that Incremental Term Loans may be a part of the Term Loans); (ii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the weighted average life of maturity of the existing Term Loans; (iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; (iv) the applicable margins for the Incremental Term Loans shall be determined by written notice the Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the applicable margins for any Incremental Term Loans are greater than the Applicable Term Loan Margins, then the Applicable Term Loan Margins shall be increased to the extent necessary so that the applicable margins for the Incremental Term Loans are equal to the Applicable Term Loan Margins; provided, further, that in determining the Applicable Term Loan Margins and the applicable margins applicable to the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arranger (or its affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (v) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Loans (except to the extent permitted by clause (iii) or (iv) above) they shall be reasonably satisfactory to the Administrative Agent. (b) At the time of the provision of Incremental Term Loans pursuant to this Section 2.13A, the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee that agrees to provide an Incremental Term Loan (each, an “Incremental Term Lender”) shall execute and deliver to Administrative Agent an Incremental Term Loan Agreement, with the effectiveness of such Incremental Term Lender’s Incremental Term Loan to occur on the date set forth in such Incremental Term Loan Agreement (the “Incremental Term Loan Commitment Date”), which date in any event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including any agreed upon up-front or arrangement fees owing to the Administrative Agent (whereupon the or any affiliate thereof)), (x) all Incremental Term Loan Requirements shall have been satisfied, (y) all other conditions set forth in this Section 2.13A shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental Term Loan Agreement shall have been satisfied. The Administrative Agent shall promptly deliver a copy notify each Lender as to the effectiveness of each Incremental Term Loan Agreement, and at such time, to the extent requested by any Incremental Term Lender, Term Notes shall be issued, at the expense of the Lenders) requestBorrower, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”Lender in conformity with the requirements of Section 2.04A(a). (c) The Incremental Term Loans shall constitute Loans under, and (b) shall be entitled to all the extension benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents, except that the Incremental Term Loans may be subordinated in right of one payment or more new Revolving Credit Commitments or one or more increases the Liens securing the Incremental Term Loans may be subordinated, in each case, as set forth in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Loan Amendment. The Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment Parties shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to take any actions reasonably required by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) to ensure and/or demonstrate that the total of the Incremental Commitments requested Lien and security interests granted by the Borrowers and (III) Security Documents continue to be perfected under the identity of UCC or otherwise security interests granted by the banks, financial institutions and other entities Security Documents continue to whom be perfected under the Borrowers propose that UCC or otherwise after giving effect to any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who Term Loans. (f) New Section 5A shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory added to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).Credit Agreement as follows:

Incremental Commitments. (i) The Borrowers may Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestAgent, from time to time and at any time up until and including the date that is five (a5) Business Days prior to the extension Maturity Date, advise of the obtaining of one or more term loan commitments or one or more increases in any existing term loan commitments Incremental Commitments (any each such new or increased term loan commitmentincrease, an a “Incremental Term CommitmentCommitment Increase”); provided that (i) no Event of Default shall exist after giving effect to the incurrence of such Commitment Increase; and (bii) after giving effect to such Commitment Increase, the Borrower’s Senior Secured Net Leverage Ratio (assuming such Commitment Increase is fully drawn and otherwise on a Pro Forma Basis as of the then most recently ended Test Period) shall not exceed 2.00:1.00. Such notice shall set forth (i) the extension amount of one or more new Revolving Credit Commitments or one or more increases in such Commitment Increase (provided; however, that the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental of each Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000) and integral multiples thereof (ii) the date on which each such Incremental Commitment is requested to become effective (which shall not be later than the Maturity Date) (each such date, an “Incremental Effective Date”). Commitment Increases may be provided by any existing Lender 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 shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04 for an assignment of Revolving Loans or Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such lesser amount and/or multiples as may be agreed Lender’s Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement, executed by the Borrowing Agent Borrower, each Lender agreeing to provide such Commitment Increase, if any, each Additional Lender, if any, and the Administrative Agent), and, in the case of an Additional Lender, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof. Each notice delivered The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21. No Lender shall be obligated to provide any Commitment Increases, unless it so agrees. Upon each increase in the Commitments pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)2.21, (IIa) the total of the Incremental Commitments requested by the Borrowers each Lender immediately prior to such increase will automatically and (III) the identity of the banks, financial institutions and other entities without further act be deemed to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing have assigned to each Lender approached to provide all or providing a portion of the Incremental Commitment Increase (each, a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding LC Exposure such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in LC Exposure held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the total Commitments may elect represented by such Lender’s Commitment and (b) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Revolver Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16. The Administrative Agent and the Lenders hereby agree that the minimum 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 Administrative Agent shall promptly notify each Lender of the execution and delivery of each Incremental Amendment. As of each Incremental Effective Date, this Agreement shall be deemed supplemented by each such Incremental Amendment, each such applicable Additional Lender shall be a “Lender” hereunder, and each such Incremental Lender’s Incremental Commitment shall be its counsel “Commitment” hereunder (such additional Eligible Assignees becoming Lenders and any in the case of an Additional Lender) or shall increase its Commitment hereunder (in the case of an existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”Lender).

Incremental Commitments. (i) The Borrowers Borrower may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time after the Closing Date (a) the extension of one or more new term loan commitments or one or more increases in any existing incremental term loan commitments (any such new or increased incremental term loan commitmentcommitments, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000150,000,000 (provided that any amount of Incremental Commitments extended pursuant to the terms of this Agreement shall reduce the total aggregate principal amount for all Incremental Equivalent Debt permitted to be incurred hereunder on a dollar-for-dollar basis). Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent Borrower and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 3A.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers Borrower and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose Borrower proposes that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders Lenders, but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).

Incremental Commitments. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time prior to the Revolving Termination Date agree that such Lenders shall make, obtain or increase the amount of their Revolving Commitments (each, a “Commitment Increase”) by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) The Borrowers the amount of such increase and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Revolving Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $240,000,000 and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than five Increased Facility Closing Dates may be selected by written notice the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the Administrative Agent same extent as if originally a party hereto and shall promptly deliver a copy be bound by and entitled to the benefits of this Agreement. (c) Upon each Increased Facility Closing Date, the Borrower shall (A) prepay the outstanding Revolving Loans (if any) in full, (B) simultaneously borrow new Revolving Loans hereunder in an amount equal to such prepayment (in the case of Eurodollar Loans, with Eurodollar Base Rates equal to the Lendersoutstanding Eurodollar Base Rate and with Interest Period(s) requestending on the date(s) of any then outstanding Interest Period(s)), from time as applicable (as modified hereby); provided that with respect to time subclauses (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”A) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionB), (IIx) the total of prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose extent that any portion of the amount prepaid to such Incremental Commitments Lender will be allocated subsequently borrowed from such Lender and (y) the existing Lenders (including existing Lenders providing a Commitment Increase, if applicable) and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing New Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declinemake and receive payments among themselves, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are held ratably by such existing Lenders and New Lenders in accordance with the respective Revolving Commitments of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their Revolving Commitments as so increased. The Administrative Agent and its counsel 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 this clause (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”c).

Incremental Commitments. The US Borrower may at any time or from time to time after the Closing Date (i) The Borrowers may but prior to the Latest Maturity Date), by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term CommitmentLoan Request”) and ), request (bi) the extension establishment of one or more new Revolving term loan commitments, which may be in the same Credit Commitments Facility as any outstanding Term Loans of an existing Class of Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (ii) one or more increases in the amount of the Revolving Commitments of an existing Class of Revolving Credit Commitments (a “Revolving Commitment Increase”) or the establishment of one or more new revolving commitments (any such new or increased revolving commitments, collectively with any Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectivelyIncreases, the “Incremental LendersRevolving Commitments”; the Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”) in an aggregate principal amount not to exceed, as of any date of determination, the sum of (A) $300,000,000 less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (A) of Section 6.01(r) at or prior to such time, plus (B) the aggregate amount of voluntary prepayments of Term Loans made pursuant to Section 2.10(a) and prepayments of Revolving Loans made in connection with a permanent repayment and termination of corresponding Revolving Commitments prior to such time (in each case, other than any such voluntary prepayments made with the proceeds of Indebtedness), less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (B) of Section 6.01(r) at or prior to such time, plus (C) additional amounts so long as the Consolidated First Lien Leverage Ratio, determined on a pro forma basis as of the last day of the most recently ended Test Period, as if any Incremental Term Loans or Incremental Revolving Loans, as applicable, available under such Incremental Commitments had been outstanding on the last day of such period (but without giving effect to any amount incurred simultaneously under the immediately preceding clauses (A) and (B)), and, in each case, with respect to any Incremental Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder , does not exceed 2.50:1.00; provided that, to the extent the proceeds of any Incremental Term Loans or Incremental Term Commitments are intended to be applied to finance a Limited Condition Acquisition, the Consolidated First Lien Leverage Ratio shall be tested in accordance with Section 1.08(c). Notwithstanding anything herein to the contrary, no Incremental Amendment shall increase the Dollar Equivalent of the aggregate principal amount of the Revolving Loans that may be made to (1) the Canadian Borrower to an amount in excess of $40,000,000 and (2) the UK Borrower to an amount in excess of $10,000,000, unless the nominal principal amount of the Goderich Mine Mortgage is increased by an amount equal to such Dollar Equivalent increase plus 20% of such Dollar Equivalent increase.

Incremental Commitments. (ia) The Borrowers may Company may, by written notice to the General Administrative Agent from time to time, request that the total US/UK Commitments be increased; provided that the aggregate amount of such increase shall not exceed $150,000,000. Such notice shall set forth the amount of the requested increase in the US/UK Commitments (whereupon which shall be in minimum increments of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Termination Date), and shall offer each US/UK Lender the opportunity to increase its US/UK Commitment by its Pro Rata Percentage of the proposed increased amount. The General Administrative Agent shall promptly deliver a copy notice of the Company’s requested increase in the US/UK Commitments to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000US/UK Lender. Each Incremental Commitment shall be in an aggregate amount US/UK Lender shall, by notice to the General Administrative Agent given not less more than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days 10 days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested General Administrative Agent’s notice, either agree to increase its US/UK Commitment by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its US/UK Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its US/UK Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the General Administrative Agent shall have delivered such notice, the US/UK Lenders shall have agreed pursuant to the preceding sentence to increase their US/UK Commitments by an aggregate amount less than the increase in the US/UK Commitments requested by the Company, the Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend US/UK Commitments or increase their existing US/UK Commitments in an aggregate amount equal to the unsubscribed amount; provided that, notwithstanding the foregoing, no Person shall become a Lender and no Lender’s US/UK Commitment shall increase pursuant to this subsection 6.18 without the prior written consent of the General Administrative Agent (which shall not be unreasonably withheld). The US/UK Borrowers and each Augmenting Lender shall execute all such documentation as the General Administrative Agent shall reasonably specify to evidence its US/UK Commitment and/or its status as a Lender hereunder. Any increase in the US/UK Commitments may elect be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or declinechooses not to arrange for, Augmenting Lenders. (b) Each of the parties hereto hereby agrees that the General Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in its sole discretionthe US/UK Commitments pursuant to this subsection 6.18, the outstanding US/UK Loans (if any) are held by the US/UK Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the General Administrative Agent (i) by requiring the outstanding US/UK Loans to provide such Incremental Commitmentbe prepaid with the proceeds of new US/UK Loans, (ii) by causing Non-Increasing Lenders to assign portions of their outstanding US/UK Loans to Increasing Lenders and Augmenting Lenders or (iii) by any combination of the foregoing. Any proposed new Lender prepayment or assignment described in this paragraph (b) shall enter into a joinder be subject to subsection 6.14, but otherwise without premium or other agreement penalty. (c) Notwithstanding the foregoing, no increase in form the total US/UK Commitments shall become effective under this subsection 6.18 unless, (i) on the date of such increase, the conditions set forth in subsection 8.2 shall be satisfied and substance reasonably satisfactory to the General Administrative Agent shall have received a certificate to that effect dated such date and its counsel executed by the chief financial officer of the Company and (such additional Eligible Assignees becoming ii) the General Administrative Agent shall have received (with sufficient copies for each of the Increasing Lenders and any existing Lenders providing an Incremental Commitment, collectively, Augmenting Lenders) such customary closing documentation as the “Incremental Lenders”)General Administrative Agent shall have reasonably requested.

Incremental Commitments. The Company may at any time, and from time to time, by notice to the Administrative Agent, request an increase in the Aggregate Commitments provided for under this Agreement (each such increase, an “Incremental Commitment Increase”) or enter into one or more tranches of term loans (each an “Incremental Term Loan”) so long as, after giving effect thereto, the aggregate amount of all such Incremental Commitment Increases and all such Incremental Term Loans, taken together, does not exceed $500,000,000; provided, that (i) The Borrowers the maximum Aggregate Commitment hereunder shall not at any given time be in excess of $2,200,000,000 less any amount of Incremental Term Loans effected pursuant to this Section 2.24, (ii) the maximum Revolving Facility Sublimit shall not at any given time be in excess of $1,250,000,000 (it being understood and agreed that the Revolving Facility Sublimit shall be increased on a dollar-for-dollar basis concurrently with any Incremental Commitment Increase effected under and in accordance with this Section 2.24 (and shall not be increased concurrently with any Incremental Term Loan effected under and in accordance with this Section 2.24), subject at all times to the foregoing $1,250,000,000 absolute limitation), (iii) any such Incremental Commitment Increase or Incremental Term Loan shall be in a minimum amount of $25,000,000 and any whole multiple of $10,000,000 in excess thereof and (iv) each Incremental Commitment Increase will be treated as a Commitment under this Agreement; provided, further, that (A) no Lender shall be required to provide all or any portion of such Incremental Commitment Increase or Incremental Term Loan and nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time and (B) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Incremental Commitment Increase or Incremental Term Loan on the Incremental Commitment Increase Effective Date or Incremental Term Loan Effective Date, as applicable. To achieve the full amount of a requested increase or incremental term loans, as applicable, the Company may by written notice also invite additional banks or other financial institutions (each an “Augmenting Lender”) to become Incremental Increase Lenders in respect of an Incremental Commitment Increase pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitmentjoinder agreement, an “Incremental Term CommitmentJoinder Agreement”) executed by the Borrowers, each Incremental Increase Lender (including any existing Lender and any Augmenting Lender) participating in such increase and the Administrative Agent or to become Incremental Term Loan Lenders in respect of an Incremental Term Loan pursuant to an amendment or restatement in form and substance satisfactory to the Administrative Agent (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit CommitmentTerm Loan Amendment”)) of this Agreement and, in an aggregate amount (with respect to both as appropriate, the other Loan Documents, executed by the Borrowers, each Incremental Term Commitments Loan Lender (including any existing Lender and Incremental Revolving Credit Commitmentsany Augmenting Lender) not to exceed $125,000,000. Each Incremental Commitment shall be participating in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent tranche of incremental term loans and the Administrative Agent); provided that each Incremental Increase Lender and each Incremental Term Loan Lender (including any Augmenting Lender) shall be subject to the approval of the Administrative Agent and each Issuing Lender (such approval in each case not to be unreasonably withheld or delayed) and the approval of the Company, but not the approval of any other Lender. Each notice delivered pursuant to If the Aggregate Commitments are increased in accordance with this Section 3.1 Section, the Administrative Agent and the Company shall specify (I) determine the effective date (the “Incremental Commitment Increase Effective Date”) on which and the Borrowers propose that the proposed Incremental Commitments shall be effectivefinal allocation of such increase, which shall be a date not less than ten (10) Business Days after the date and if incremental term loans are entered into in which such notice is delivered to accordance with this Section, the Administrative Agent and the Company shall determine the effective date (unless otherwise consented to by the “Incremental Term Loan Effective Date”) and the final allocation of such incremental term loans. The Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) shall promptly notify the total Company and the Lenders of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion final allocation of such Incremental Commitments be allocated increase and the amounts of Incremental Commitment Increase Effective Date or such allocationsincremental term loans and the Incremental Term Loan Effective Date, which banksas applicable. On each Incremental Commitment Increase Effective Date, financial institutions or other entities may or may not each Lender, immediately prior to all Incremental Commitment Increases occurring on such Incremental Commitment Increase Effective Date, will automatically and without further action be existing Lenders but who shall be Eligible Assignees. Any existing deemed to have assigned to each Incremental Increase Lender approached to provide all or providing a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide Commitment Increase on such Incremental CommitmentCommitment Increase Effective Date, and each such Incremental Increase Lender will automatically and without further action be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, each Lender (including each Incremental Increase Lender) shall hold its Applicable Percentage (including any additional Commitments of the Incremental Increase Lenders) of the participations hereunder in Letters of Credit. Any proposed new Lender Notwithstanding anything to the contrary set forth herein, (i) the terms of each Incremental Commitment Increase shall enter into a joinder be identical to the Commitments made as of the Closing Date except that the Applicable Rate in respect of the Letter of Credit Fee and/or the Commitment Fee and any other pricing terms (including upfront fees) shall be determined by the Company, the Administrative Agent and the applicable Incremental Increase Lenders and (ii) the Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Advances, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Advances; provided that (1) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other agreement covenants or prepayment requirements applicable only during periods after the Maturity Date and (2) the Applicable Rate and any other pricing terms (including upfront fees) shall be determined by the Company, the Administrative Agent and the applicable Incremental Term Loan Lenders. As a condition precedent to any such increase or incremental term loans, the Company and the Dutch Borrower shall deliver to the Administrative Agent a certificate signed by a senior vice president, the chief financial officer or the treasurer of the such Borrower (i) certifying that such Incremental Commitment Increase and/or Incremental Term Loan and the performance of such Borrower’s obligations thereunder (in form and substance reasonably satisfactory to the Administrative Agent) have been duly authorized (and attaching any evidence thereof reasonably requested by the Administrative Agent), and (ii) certifying that, as of the Incremental Commitment Increase Effective Date and/or the Incremental Term Loan Effective Date, as applicable, before and after giving effect to such Incremental Commitment Increase and/or such Incremental Term Loans, (A) the representations and warranties contained in Article IV and the other Loan Documents are true (except that for such purposes, the representations and warranties contained in Section 4.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a)), (B) no default or event of default under any project engineering, procurement, construction, maintenance and related activities and/or contracts of the Company or any of its Subsidiaries shall have occurred and be continuing which could reasonably be expected to materially and adversely affect the ability of any Borrower to perform its obligations under the Loan Documents and (C) no Default shall have occurred and be continuing. Solely with respect to any Incremental Commitment Increase and any Incremental Term Loans, this Section shall supersede any provisions in Sections 2.14(c), 2.14(d), 8.04 or 8.05 to the contrary. In connection with any Incremental Commitment Increase or any Incremental Term Loans, the Administrative Agent and its counsel the Borrowers may, without the consent of any Lenders, effect such amendments (such additional Eligible Assignees becoming Lenders including, without limitation, an Incremental Term Loan Amendment) to this Agreement and any existing Lenders providing an Incremental Commitmentother Loan Documents as may be necessary or appropriate, collectivelyin the opinion of the Administrative Agent, to effect the “Incremental Lenders”)provisions of this Section 2.24.

Incremental Commitments. (ia) The Borrowers Borrower may from time to time by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy elect to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan request incremental revolving credit commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit CommitmentCommitments”), in an ) for the purpose of increasing the aggregate Revolving Credit Commitments; provided that (1) the aggregate amount (with respect to both Incremental Term Commitments and of all Incremental Revolving Credit CommitmentsCommitments shall not (as of any date of incurrence thereof) not to exceed $125,000,000. Each Incremental Commitment shall be in an 100,000,000 and (2) the aggregate amount of each increase in the Revolving Credit Commitments pursuant to this section shall not be less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent)a whole multiple of $1,000,000 in excess thereof. Each such notice delivered pursuant to this Section 3.1 shall specify (I) the date (the each, an “Increase Effective Increased Amount Date”) on which the Borrowers propose Borrower proposes that the proposed any Incremental Revolving Credit Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionAgent, to provide an Incremental Revolving Credit Commitment (any such Person, a “New Lender”), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender Person offered or approached to provide all or a portion of the any Incremental Revolving Credit Commitments may elect or decline, in its sole discretion, to provide such an Incremental Revolving Credit Commitment. Any proposed new Incremental Revolving Credit Commitment shall become effective as of the related Increased Amount Date; provided that: (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Revolving Credit Commitments and (2) the making of any Loans or the issuance of any Letters of Credit pursuant thereto; (B) all Revolving Credit Loans made, and all reimbursement obligations in respect of Letters of Credit issued, pursuant to any Incremental Revolving Credit Commitments shall constitute Obligations of the Borrower, shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis and shall otherwise be subject to the same terms and conditions as other Revolving Credit Loans and Letters of Credit, respectively; (C) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the New Lenders providing Incremental Revolving Credit Commitments) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the New Lenders providing Incremental Revolving Credit Commitments) agree to make all payments and adjustments necessary to effect such reallocation, and the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); (D) any New Lender with an Incremental Revolving Credit Commitment shall enter into be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility, and any Extensions of Credit made in connection with each Incremental Revolving Credit Commitment shall receive proceeds of prepayments on the same basis as the other Extensions of Credit made hereunder; (E) Incremental Revolving Credit Commitments shall be effected pursuant to one or more joinder agreements (each a joinder “Joinder Agreement”) executed and delivered by the Borrower, the Administrative Agent and the applicable New Lenders (which Joinder Agreement(s) shall be in form and substance reasonably satisfactory to the parties thereto and may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or other agreement appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.14); (F) the Administrative Agent and the Lenders shall have received from the Borrower a certificate of the chief financial officer or treasurer of the Borrower demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Article X (based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable) both before and after giving effect (on a Pro Forma Basis) to (x) any Incremental Revolving Credit Commitment and (y) the making of any Revolving Credit Loans pursuant thereto (with any Incremental Revolving Credit Commitment being deemed to be fully funded); and (G) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing the borrowing of Revolving Credit Loans and the request of Letters of Credit pursuant to Incremental Revolving Credit Commitments) reasonably requested by the Administrative Agent and its counsel in connection with any such transaction. (such additional Eligible Assignees becoming b) The New Lenders shall be included in any determination of the Required Lenders and the New Lenders will not constitute a separate voting class or separate tranche of Loans for any existing Lenders providing purposes under this Agreement. (c) On any Increased Amount Date on which any Incremental Revolving Credit Commitment becomes effective, subject to the foregoing terms and conditions, each New Lender with an Incremental Revolving Credit Commitment shall become a Revolving Credit Lender hereunder with respect to such Incremental Revolving Credit Commitment. (d) The parties acknowledge and agree that the $50,000,000 of incremental Revolving Credit Commitments made available to the Borrower pursuant to the Second Amendment constitutes a utilization of the incremental availability contemplated by this Section 5.14 such that, collectivelyafter giving effect to that utilization, the “aggregate amount of Incremental Lenders”)Revolving Credit Commitments remaining which may be sought or obtained pursuant to this Section 5.14 after the Second Amendment Effective Date is $50,000,000. (e) The parties acknowledge and agree that the $50,000,000 of Incremental Revolving Credit Commitments made available to the Borrower pursuant to the Third Amendment constitutes a utilization of the incremental availability contemplated by this Section 5.14 such that, after giving effect to that utilization, the aggregate amount of Incremental Revolving Credit Commitments remaining which may be sought or obtained pursuant to this Section 5.14 after the Third Amendment Effective Date is $0.

Incremental Commitments. (ia) The Borrowers may Borrower may, by written notice to the Administrative Agent from time to time, request that the Total Commitment (whereupon and, in connection therewith, the L/C Commitment) be increased by an amount not to exceed the Incremental Commitment Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Commitment Amount) and, if applicable, the L/C Commitment, and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Revolving Credit Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent shall promptly deliver a copy to each given not more than 10 days after the date of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant ’s notice, either agree to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to increase its Commitment by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered such notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Borrower, the Borrower may elect arrange for one or declinemore banks or other entities (any such bank or other entity being called an “Augmenting Lender”), in its sole discretionwhich may include any Lender, to provide such Incremental Commitment. Any proposed new extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that, notwithstanding the foregoing, (i) no person shall become a Lender and no Lender’s Commitment shall enter into a joinder or other agreement in form and substance reasonably satisfactory increase pursuant to this Section 2.22 without the prior written consent of the Administrative Agent and the Issuing Bank (which shall not be unreasonably withheld) and (ii) the L/C Commitment of any Issuing Bank shall not be increased pursuant to the Section 2.22 without the prior written consent of such Issuing Bank. The Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its counsel Commitment and/or its status as a Lender hereunder. Any increase in the Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (such additional Eligible Assignees becoming b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Commitment pursuant to this Section 2.22, the outstanding Revolving Loans (if any) are held by the Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders or (iii) by any existing Lenders providing an Incremental Commitmentcombination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.15, collectivelybut otherwise without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Total Commitment shall become effective under this Section 2.22 unless, (i) on the date of such increase, the “Incremental conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders”)) such customary closing documentation as the Administrative Agent shall have reasonably requested.

Incremental Commitments. (ia) The Borrowers may may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) after the extension Closing Date, add one or more Incremental Commitments in respect of one or more term loan commitments Classes of Loans; provided that (i) no Default or one Event of Default is continuing or more increases would exist immediately after giving effect to such Incremental Commitment (ii) the Secured Leverage Ratio as of the last day of the most recently ended period of four fiscal quarters of the Borrowers for which financial statements are internally available shall not exceed, after giving effect to such Incremental Facility, 2.50 to 1.00 and (iii) all representations and warranties contained herein and in any existing term loan commitments the other Loan Documents shall be true and correct in all material respects (any such new or increased term loan commitment, an in all respects if otherwise qualified by “Incremental Term Commitmentmaterial” or “material adverse effect”) immediately prior to and after giving effect to such Incremental Commitment, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (bor in all respects if otherwise qualified by “material” or “material adverse effect”) as of such earlier date. Any such notice shall set forth (i) the extension amount of one or more new Revolving Credit the Incremental Commitments or one or more increases in the existing Revolving Credit Commitments being requested (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment which shall be in an aggregate amount not less than minimum increments of $5,000,000 and integral multiples thereof (or a minimum amount of $10,000,000 or, in each case, such lesser amount and/or multiples as may be agreed permitted by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify , (Iii) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed such Incremental Commitments shall be effective, or Loans are requested to become effective which shall be a date not less than ten (10) Business Days after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)any such date, an “Incremental Effective Date”) and (IIiii) the total interest rate, amortization, maturity and other terms being requested with respect thereto (which shall comply with clause (b) below). The Borrowers shall first invite any Lender, any Affiliate of any Lender and/or any Approved Fund to provide the requested Incremental Commitment. Each such existing Lender, any Affiliate of any Lender and/or any Approved Fund shall elect or decline to provide such Incremental Commitment within five Business Days of receipt of such notice; provided that any Lender, any Affiliate of any Lender and/or any Approved Fund that does not reply within such five Business Day period shall be deemed to have declined to provide Incremental Commitments. Any portion of the Incremental Commitments requested not provided by the Borrowers and any existing Lender, Affiliate of any Lender and/or Approved Fund may then be offered to any other Person that would be an Eligible Assignee (III) the identity of the banks, financial institutions and other entities subject to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions approvals or other entities may or may not be existing Lenders but who shall be Eligible Assigneesconsents required pursuant to Section 10.06 below). Any existing proposed Incremental Lender offered or approached to provide all or a portion of the any Incremental Commitments Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment. . (b) Subject to Section 2.19(c) below, the terms and conditions of any Incremental Commitments and Loans to be made thereunder shall be determined by the applicable Incremental Lenders and the Borrowers and shall be as set forth in the applicable Incremental Facility Agreement; provided that (i) the Weighted Average Life to Maturity of such Loans shall be no shorter than the Weighted Average Life to Maturity of the Closing Date Loans, and the Maturity Date applicable to such Loans shall be no earlier than, the Latest Maturity Date in effect at the time of incurrence of such Loans, (ii) the Effective Yield applicable to any Incremental Commitments shall not be higher than the Effective Yield on the Closing Date Loans, unless the Effective Yield with respect to the Closing Date Loans is increased by an amount equal to or greater than the difference between the Effective Yield with respect to the Incremental Commitments and the corresponding Effective Yield on such Closing Date Loans, (iii) mandatory prepayments in respect of any Indebtedness incurred under any Incremental Commitment shall be shared on a pro rata or less than pro rata (but not greater than pro rata basis) with the Loans and (iv) any other terms set forth in the applicable Incremental Facility Agreement that are not consistent with this Agreement shall be (A) no more favorable (taken as a whole) to the Incremental Lenders than the terms of the existing Commitments hereunder and (B) reasonably acceptable to the Administrative Agent. (c) Any proposed new Lender Incremental Commitment shall enter into a joinder or other agreement be effected by an Incremental Facility Agreement; provided that (i) the terms included in form any such Incremental Facility Agreement shall be determined by the Borrowers and substance reasonably satisfactory the Incremental Lenders and which shall be consistent with this Section 2.19 and (ii) the Borrowers shall have delivered to the Administrative Agent such legal opinions, Board Resolutions, secretary’s certificates, officer’s certificates and its counsel other customary documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Agreement. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.19. (such additional Eligible Assignees becoming Lenders and any existing Lenders providing d) Incremental Commitments shall become Commitments under this Agreement pursuant to an Incremental Facility Agreement which may amend this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender agreeing to provide such Commitment, collectivelyif any, each Incremental Lender, if any, and the Administrative Agent. The Borrowers will use the proceeds of the Loans made pursuant to the Incremental Commitments for any purpose not prohibited by this Agreement. (e) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents. (f) This Section 2.19 shall supersede any provisions in Section 2.16 or 10.01 to the contrary. For the avoidance of doubt, any provisions of this Section 2.19 may be amended with the consent of the Required Lenders, provided no such amendment shall require any Lender to provide any Incremental Lenders”)Commitment without such Lender’s consent.

Incremental Commitments. (A) The Borrower may, not more than two times in the aggregate after the Closing Date, at the Borrower’s written request to Agent, request that one or more Lenders and/or other financial institutions that will become Lenders hereunder (x) make incremental term Loans hereunder either through adding such incremental term Loans to the outstanding principal amount of the Initial Term Loans hereunder or through a separate Tranche of Term Loans hereunder (such incremental term Loans, in either case, “Incremental Term Loans”) and/or (y) increase the Revolving Loan Commitments hereunder (such incremental increase in the Revolving Loan Commitments, “Incremental Revolving Loan Commitments” and, together with any Incremental Term Loans, “Incremental Commitments”); provided that: (i) The Borrowers may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each aggregate principal amount of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “all Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered made pursuant to this Section 3.1 1.12 shall specify (I) not exceed $20,000,000 and the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed aggregate principal amount of any requested Incremental Commitments shall be effectivein a minimum amount of $5,000,000 and in integral multiples of $2,500,000 in excess thereof; (ii) the Credit Parties shall execute and deliver such agreements, which instruments, documents, resolutions, opinions of counsel, solvency certificate and officer’s certificates and take such other actions as may be reasonably requested by Agent in connection with such Incremental Commitments; (iii) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Incremental Commitments and the application of proceeds therefrom; (iv) Holdings shall be in compliance, on a Pro Forma Basis (and assuming the full utilization of the respective Incremental Commitments), as of the last day of the most recently ended Calculation Period on or prior to the date not of the respective incurrence of Loans pursuant to such Incremental Commitments, with (x) each of the financial covenants specified in Sections 6.2 and 6.3 and (y) a Total Senior Leverage Ratio that is equal to or less than ten 3.75:1.00; (10v) Business Days after the date in which such notice is delivered Incremental Term Loans made under this Section 1.12 shall have an Incremental Term Loan Maturity Date no earlier than the Initial Term Loan Maturity Date and shall have a Weighted Average Life to Maturity no shorter than the then remaining Weighted Average Life to Maturity of the Initial Term Loans; provided, however, if the new Incremental Term Loans to be made pursuant to this Section 1.12 are, at the Borrower’s election, to be added to the Administrative Agent aggregate outstanding principal amount of the Initial Term Loans, such Incremental Term Loans shall have the same Maturity Date as the Initial Term Loans and shall have the same scheduled amortization dates as the Initial Term Loans pursuant to subsection 1.8(a)(i), and with the amount of each scheduled amortization payment applicable to such new Incremental Term Loans to be the same (on a proportionate basis) as was theretofore applicable to the Initial Term Loans, thereby increasing the amount of each then remaining scheduled amortization payments of the Initial Term Loans pursuant to subsection 1.8(a)(i) proportionately; (vi) if the Applicable Margins for any Tranche of Incremental Term Loans made under this Section 1.12 (which, for such purposes only, shall be deemed to include all up-front or similar fees or original issue discount (amortized over the shorter of (x) the life of such Tranche of Incremental Term Loans and (y) four years) payable to all Lenders providing such Tranche of Incremental Term Loans and any LIBOR Rate floor or Base Rate floor applicable to such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Tranche of Incremental Term Loans) determined as of the initial funding date for such Tranche of Incremental Term Loans exceeds the Applicable Margins (which, for such purposes only, shall be deemed to include all up-front or similar fees or original issue discount originally payable to all Lenders that provided the Initial Term Loans and any LIBOR Rate floor or Base Rate floor applicable to the Initial Term Loans) relating to the Initial Term Loans immediately prior to the making of such Tranche of Incremental Term Loans by more than 0.50%, then the Applicable Margins relating to the Initial Term Loans shall be adjusted to be equal to the Applicable Margins (determined as provided above) relating to such Tranche of Incremental Term Loans minus 0.50%; provided, however, if such Tranche of Incremental Term Loans are, at the Borrower’s election, to be added to the aggregate outstanding principal amount of the Initial Term Loans, then the Applicable Margins (determined as provided above) for the Initial Term Loans shall be increased to be equal to the Applicable Margins (as determined as provided above) relating to such Tranche of Incremental Term Loans; (vii) if the Applicable Margins with respect to the Revolving Loans to be incurred pursuant to an Incremental Revolving Loan Commitment shall be higher in any respect than those applicable to any other Revolving Loan, the Applicable Margins for such other Revolving Loans and extension of credit hereunder shall be automatically increased as and to the extent needed to eliminate any deficiencies in accordance with the definition of Applicable Margin contained herein; (viii) Holdings shall have demonstrated to Agent’s reasonable satisfaction that the full amount of the Loans to be incurred pursuant to the respective Incremental Commitments may be incurred without violating the terms of the Second Lien Indebtedness Documents, any other material Indebtedness of Holdings or any of its Subsidiaries or the documentation governing any such Indebtedness; (ix) except as expressly set forth above, all other terms and conditions with respect to any Incremental Term Loans made pursuant to this Section 1.12 shall be the same terms and conditions as those in connection with the Initial Term Loans (although such Tranche of Incremental Term Loans (x) need not have any prepayment premiums or fees in connection therewith unless otherwise consented agreed to by the Administrative Borrower and the Lenders making such Tranche of Incremental Term Loans and (y) may have covenants and other provisions applicable thereto only to periods after the latest Maturity Date then in effect); and (x) except as expressly set forth above, all other terms and conditions with respect to any Incremental Revolving Commitments made pursuant to this Section 1.12 shall be the same terms and conditions as those in connection with the Revolving Loan Commitments. Any request under this Section 1.12 shall be submitted by the Borrower in writing to Agent (which shall promptly forward copies to the Lenders). The Borrower may also specify any fees offered to those Lenders and/or other financial institutions that will become Lenders hereunder (the “Increasing Lenders”) that agree to provide Incremental Commitments (which fees, as it relates to any Lender and/or other financial institution that will become a Lender, may be variable based upon the amount of Initial Commitments that any such Lender and/or other financial institution is willing to provide). No Lender shall have any obligation, express or implied, to provide Incremental Commitments and, in the case of Incremental Revolving Loan Commitments, until such time, if any, as such Lender has agreed in its DMEAST #35945034 v12 47 discretion)sole discretion to provide an Incremental Revolving Loan Commitment and executed and delivered to Agent an Incremental Loan Amendment, (II) the total such Lender shall not be obligated to fund any Revolving Loans in excess of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities its Revolving Loan Commitment as in effect prior to whom the Borrowers propose that any portion of giving effect to such Incremental Commitments be allocated and Revolving Loan Commitment incurred pursuant to this Section 1.12. Only the amounts consent of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who each Increasing Lender shall be Eligible Assigneesrequired pursuant to this Section 1.12. Any existing No Lender approached which declines to provide all or a portion of the Incremental Commitments may elect or decline, in be replaced with respect to its sole discretion, to provide existing Term Loans and/or Revolving Loan Commitment as a result thereof without such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Lender’s consent.

Incremental Commitments. (ia) The Borrowers may Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or additional Revolving Credit Commitments in an amount not to exceed the Incremental Amount from one or more Incremental Term Lenders or persons who will become Revolving Credit Lenders (whereupon which may include any existing Lender); provided that each such person shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or additional Revolving Credit Commitments being requested (which (i) in the case of Incremental Term Loan Commitments, shall be in minimum principal amounts of $20,000,000 or, if lower, equal to the remaining Incremental Amount, and (ii) in the case of additional Revolving Credit Commitments, shall be in minimum principal amounts of $5,000,000 or, if lower, equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments and/or additional Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). (b) The Borrower and each Incremental Term Lender and/or additional Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall promptly deliver a copy reasonably specify to each evidence the Commitment of such Lender. Each Incremental Assumption Agreement in respect of Incremental Term Loan Commitments shall specify the terms of the Incremental Term Loans to be made thereunder; provided that, without the prior written consent of the Required Lenders) request, from time to time (ai) the extension Other Term Loans shall rank pari passu or junior in right of one payment and of security with the Term Loans and (except as to pricing and amortization) shall have the same terms as the Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Term Loan Maturity Date, (iii) the weighted average life to maturity of any Other Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans and (iv) if the initial yield on such Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more term loan commitments or one or more increases than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurodollar Term Loans, then the Applicable Percentage then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any existing term loan commitments Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (any such new or increased term loan commitment, an “but only to the extent) necessary to reflect the existence and terms of the Incremental Term Commitment”Loan Commitments and/or additional Revolving Credit Commitments evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or additional Revolving Credit Commitment shall become effective under this Section 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 and such additional documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans, and/or additional Revolving Loans are secured by the Collateral ratably with the existing Term Loans and Revolving Loans and (iii) the Borrower would be in pro forma compliance with Section 6.02(a) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases after giving effect to (x) in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both case of Incremental Term Commitments Loan Commitments, the Incremental Term Loans to be made thereunder and Incremental the application of the proceeds therefrom as if made and applied on such date, and (y) in the case of additional Revolving Credit Commitments, the Revolving Loans (if any) not to exceed $125,000,000. be made thereunder on the date of effectiveness of such Commitment and the application of the proceeds therefrom on such date. (d) Each Incremental Commitment shall be of the parties hereto hereby agrees that the Administrative Agent may, in an aggregate amount not less than $5,000,000 consultation with the Borrower, take any and integral multiples thereof (or such lesser amount and/or multiples all action as may be agreed reasonably necessary to ensure that all Incremental Term Loans, and/or additional Revolving Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans or Revolving Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Term Borrowing to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Term Borrowing on a pro rata basis. Any conversion of Eurodollar Term Loans to ABR Term Loans required by the Borrowing Agent preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing, then the interest rate thereon for such Interest Period and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments other economic consequences thereof shall be effectiveas set forth in the applicable Incremental Assumption Agreement. In addition, which shall to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(i) required to be a date not less than ten (10) Business Days made after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion making of such Incremental Commitments Term Loans shall be allocated and ratably increased by the amounts aggregate principal amount of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Term Loans.

Incremental Commitments. (ia) The Borrowers Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall increase the amount of their Commitments by written notice executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (whereupon i) the amount of such incremental Commitments and (ii) the applicable Increased Facility Closing Date; provided that (A) no Default or Event of Default exists or shall exist immediately before or after giving effect to such incremental Commitments; (B) the Borrower shall be in compliance with the then-applicable financial covenants set forth in Section 7.1, computed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements shall have been (or shall have been required to be) delivered pursuant to Section 6.1 (and assuming any undrawn Commitments are fully drawn); (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on the applicable Increased Facility Closing Date immediately prior to, and after giving effect to, such incremental Commitments; (D) the terms of the incremental Commitments shall be identical to the terms of the then-existing Commitments (including the maturity date in respect thereof); and (E) in connection with any such increase, the Borrower shall provide the Administrative Agent shall promptly deliver a copy to each with such certificates and legal opinions as the Administrative Agent may reasonably request. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Restatement Effective Date pursuant to this paragraph shall not exceed $50,000,000 and (ii) requestwithout the consent of the Administrative Agent, from time (x) each increase effected pursuant to time this paragraph shall be in a minimum amount of at least $10,000,000 and (ay) no more than three Increased Facility Closing Dates may be selected by the extension of one or more term loan commitments or one or more increases Borrower after the Restatement Effective Date. No Lender shall have any obligation to participate in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the extension consent of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments Borrower and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise consented agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche. (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of the incremental Commitments evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), with the Borrower’s consent (IInot to be unreasonably withheld) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory furnished to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)other parties hereto.

Incremental Commitments. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time prior to the Revolving Termination Date agree that such Lenders shall make, obtain or increase the amount of their Revolving Commitments (each, a “Commitment Increase”) by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) The Borrowers the amount of such increase and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Revolving Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Revolving Commitments obtained after the ClosingSecond Amendment Effective Date pursuant to this paragraph shall not exceed $240,000,000the Maximum Permitted Increase Amount and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than five Increased Facility Closing Dates may be selected by written notice the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (whereupon the Administrative Agent which consent shall promptly deliver not be unreasonably withheld), elects to become a copy to each of the Lenders“Lender” under this Agreement in connection with any transaction described in Section 2.19(a) requestshall execute a New Lender Supplement (each, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an a “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit CommitmentNew Lender Supplement”), substantially in an aggregate amount the form of Exhibit H, whereupon such bank, financial institution or other entity (with respect a “New Lender”) shall become a Lender for all purposes and to both Incremental Term Commitments the same extent as if originally a party hereto and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 bound by and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered entitled to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total benefits of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)this Agreement.

Incremental Commitments. (ia) The Borrowers may Borrower may, from time to time, by written notice to the Administrative Agent, request additional Commitments, as applicable (collectively, “Incremental Commitments”), from one or more Lenders (in the sole discretion of such Lenders) or Eligible Assignees who will become Lenders, in an aggregate principal amount for all Incremental Commitments not to exceed $50,000,00025,000,000; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), no Default shall have occurred and be continuing or would result therefrom and the Borrower shall be in Pro Forma Compliance with Section 7.12(a); provided, further, that each such person, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in connection with any additional Commitment, the L/C Issuer and the Swingline Lender (whereupon which approvals shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the additional Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and (ii) the date on which such additional Commitments are requested to become effective (which shall not be less than ten Business Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Administrative Agent). (b) The Borrower and each additional Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Lender. The Administrative Agent shall promptly deliver a copy notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the Lendersparties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) requestnecessary to reflect the existence and terms of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (c) The Incremental Commitments shall rank pari passu in right of payment and of security with the existing Loan Document Obligations and all terms of any additional Commitments and Credit Extensions under such additional Commitments shall be identical to the existing Commitments and Credit Extensions. (d) No additional Commitments shall become effective under this Section 2.11 unless, from time to time on the date of such effectiveness, (i) the conditions set forth in paragraphs (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) of Section 4.2 shall be satisfied as if it was a borrowing date and the extension Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments Borrower; and (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount ii) the Administrative Agent shall have received (with respect to both Incremental Term Commitments sufficient copies for each of the additional Lenders) closing certificates, opinions of counsel and Incremental Revolving Credit Commitmentsother customary documentation requested by the Administrative Agent. (e) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 of the parties hereto hereby agrees that the Administrative Agent may take any and integral multiples thereof (or such lesser amount and/or multiples all action as may be agreed reasonably necessary to ensure that following the establishment of any additional Commitments, the outstanding Revolving Loans are held by the Borrowing Agent and Lenders in accordance with their new Applicable Percentages. This may be accomplished at the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to discretion of the Administrative Agent by requiring each outstanding LIBOR Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each additional Commitment, or by requiring a prepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (unless otherwise consented to by it being understood that, the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) shall consult with the total of Borrower regarding the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretionforegoing and, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory the extent practicable, will attempt to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”pursue options that minimize breakage costs).

Incremental Commitments. (ia) The Borrowers may Borrower may, by written notice to the Administrative Agent from time to time when: (whereupon w) no Default exists or would result after giving pro forma effect to such Incremental Term Borrowing, (x) all representations and warranties set forth in the Loan Documents shall be true and correct in all material respects immediately at the time of, and after giving effect to, such Incremental Term Borrowing, (y) an updated Library Value Report has been delivered to the Administrative Agent at the time of such Incremental Term Borrowing and (z) at the time of, or after giving effect to such Incremental Term Borrowing (and any Investments made with such funds), the Borrower is in pro forma compliance with the financial covenants set forth in Article V (including the Term Borrowing Base); request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Loan Lenders, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld, conditioned or delayed) to the Administrative Agent. Such notice shall set forth: (A) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (B) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (C) whether such Incremental Term Loan Commitments are commitments to make Term Loans with identical terms to any existing Tranche of Term Loans or commitments to make term loans with terms different from any existing Tranche of Term Loans outstanding. (b) The Borrower may, by written notice to the Administrative Agent from time to time when: (w) no Default exists or would result after giving pro forma effect to such Additional Revolving Loan Commitments and any making of the related Additional Revolving Loans, (x) all representations and warranties set forth in the Loan Documents shall be true and correct in all material respects immediately at the time of, and after giving effect to, Additional Revolving Loan Commitments and any making of the related Additional Revolving Loans, (y) an updated Revolving Borrowing Base Certificate has been delivered to the Administrative Agent at the time of such Additional Revolving Loan Commitments becoming effective and upon any making of any Additional Revolving Loans and (z) at the time of, or after giving effect to such Additional Revolving Loan Commitments and any making of the related Additional Revolving Loans, the Borrower is in pro forma compliance with the financial covenants set forth in Article V; request Additional Revolving Loan Commitments in an amount not to exceed the Additional Revolving Loan Commitment Amount from one or more Persons, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not unreasonably withheld, conditioned or delayed) to the Administrative Agent and each Issuing Bank. Such notice shall set forth (A) the amount of the Additional Revolving Loan Commitments being requested (which shall be in minimum increments of $250,000 and a minimum amount of $2,500,000 or such lesser amount equal to the remaining Additional Revolving Loan Commitment Amount) and (B) the date on which such Additional Revolving Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice). The Borrower and each Person providing an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Assumption Agreement and such other documentation as the Administrative Agent shall promptly reasonably specify to evidence the Additional Revolving Loan Commitment of each such Person. The terms and provisions of such Additional Revolving Loan Commitments and Additional Revolving Loans made under such Additional Revolving Credit Commitments, shall be identical to those of the then-existing Revolving Loan Commitments and Revolving Loans, respectively. The final maturity date of the Additional Revolving Loans made under the Additional Revolving Loan Commitments shall be no earlier than the Revolving Termination Date and no scheduled mandatory commitment reduction other than those applicable to the existing Revolving Loans and Revolving Loan Commitments shall be required prior to the Revolving Termination Date. (c) The Borrower and each Incremental Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence each Tranche of Incremental Term Loan Commitments of each Incremental Term Loan Lender. The terms of any Tranche of Incremental Term Loan Commitments (including the Effective Yield applicable to such Tranche) may differ from any existing Tranche of Term Loans outstanding in respect of interest rate, amortization and maturity, provided that, such Tranche of Incremental Term Loans shall have (i) an Initial Incremental Term Loan Maturity Date of no earlier than the then latest maturing Tranche of outstanding Term Loans, (ii) a copy Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Tranche of then-outstanding Term Loans with the then longest Weighted Average Life to Maturity, (iii) the Incremental Term Loans shall not be secured by assets other than Collateral and not guaranteed by persons other than Guarantors and (iv) each Incremental Term Borrowing shall be secured on a no more senior than pari passu basis on the Collateral securing the Obligations; provided further, that if the Effective Yield for such Incremental Term Loans as of the date of incurrence of such Tranche of Incremental Term Loans exceeds the Effective Yield then applicable to any Tranche of then outstanding Term Loans by more than 0.25% per annum, the Applicable Margins for all then outstanding Term Loans shall be increased as of such date in accordance with the requirements of the definition of “Applicable Margin”. Notwithstanding anything to the contrary contained above in this Section 2.20, the Incremental Term Loan Commitments provided pursuant to each Incremental Term Loan Commitment Assumption Agreement shall constitute a new Tranche, which shall be separate and distinct from the existing Tranches pursuant to this Agreement (with a designation which may be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e., ▇-▇, ▇-▇, ▇-▇, ▇-▇, C-1, C-2, etc.); provided that, with the consent of the Lenders) requestAdministrative Agent, from time the parties to time a given Incremental Term Loan Assumption Agreement may specify therein that the respective Incremental Term Loans made pursuant thereto shall constitute part of, and be added to, an existing Tranche of Term Loans, in any case so long as the following requirements are satisfied: (ai) the extension Incremental Term Loans to be made pursuant to such Incremental Term Loan Assumption Agreement shall have the same Scheduled Maturity Date and the same Applicable Margins of one or more term loan commitments or one or more increases in any existing term loan commitments Loans to which the new Incremental Term Loans are being added; (any ii) the new Incremental Term Loans shall have the same amortization schedule as then remains with respect to the Tranche to which such new Incremental Term Loans are being added (with the amount of each scheduled repayment applicable to such new Incremental Term Loans to be the same (on a proportionate basis) as is theretofore applicable to the Tranche to which such new Incremental Term Loans are being added, thereby increasing the amount of each then remaining scheduled principal payment of the respective Tranche proportionately; and (iii) on the date of the making of such new Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 2.10, such new Incremental Term Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans of the respective Tranche on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender holding Loans under the respective Tranche of Term Loans participates in each outstanding Borrowing of Term Loans or increased term loan commitmentRevolving Loans of the respective Tranche (after giving effect to the incurrence of such new Incremental Term Loans) on a pro rata basis. (iv) To the extent the provisions of preceding clause (iii) require that Lenders making new Incremental Term Loans add such Incremental Term Loans to the then-outstanding Borrowings of Eurodollar Rate Loans of such Tranche, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having short Interest Periods (i.e., an “Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Rate Loans of such Tranche and which will end on the last day of such Interest Period). In connection therewith, it is hereby agreed that, to the extent the Incremental Term Commitment”Loans are to be so added to the then-outstanding Borrowings of Term Loans of such Tranche which are maintained as Eurodollar Rate Loans, the Lenders that have made such Incremental Term Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the new Incremental Term Loans of the respective Tranche during an existing Interest Period (rather than at the beginning of the respective Interest Period based upon rates then applicable thereto). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement and each Additional Revolving Loan Commitment Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement or Additional Revolving Loan Commitment Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and the Incremental Term Loans evidenced thereby or the Additional Revolving Loan Commitments and Additional Revolving Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement and the other Loan Documents to evidence such amendments. (e) Notwithstanding the foregoing, no Incremental Term Loan Commitment or additional Revolving Loan Commitment shall become effective under this Section 2.20 unless (i) on the date of such effectiveness, the conditions set forth in Section 3.3(a) and (b) shall be satisfied, (ii) except as otherwise specified in the extension of one applicable Incremental Term Loan Assumption Agreement or more new Additional Revolving Credit Commitments or one or more increases in Commitment Assumption Agreement, the existing Revolving Credit Commitments (any such new or increased Revolving Credit CommitmentAdministrative Agent shall have received legal opinions, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments board resolutions and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed other closing certificates requested by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant , (iii) to this Section 3.1 shall specify the extent reasonably necessary to maintain the continuing priority of the Lien of the Security Documents as security for the Obligations, as determined by the Administrative Agent (Ix) the date applicable Loan Party to any Security Documents shall have entered into, and delivered to the Administrative Agent, at the direction of the Administrative Agent a modification or new Security Document in proper form for filing or recording in the relevant jurisdiction and in a form satisfactory to the Administrative Agent, (y) the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments Borrower shall have caused to be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by for the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total benefit of the Incremental Commitments requested by Secured Parties an endorsement to the Borrowers and (IIItitle insurance policy, date down(s) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of the Security Documents as security for the Obligations has not changed and its counsel confirming or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Security Documents and (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental z) the Borrower shall have delivered, at the request of the Administrative Agent, to the Administrative Agent or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Security Documents as security for the Obligations. (f) Upon the effectiveness of each Additional Revolving Loan Commitment, collectivelythe Borrower shall, in coordination with the “Incremental Administrative Agent, repay outstanding Revolving Loans of certain of the Revolving Lenders”, and incur additional Revolving Loans from certain other Revolving Lenders (including the additional Revolving Lenders), in each case to the extent necessary so that all of the Revolving Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the aggregate Revolving Loan Commitments pursuant to this Section 2.20 and with the Borrower being obligated to pay to the respective Revolving Lenders any costs of the type referred to in Section 2.17 in connection with any such repayment or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental Commitments. (i) The Borrowers may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each Borrower Representative may, on behalf of the Lenders) requestany Borrower, at any time or from time to time after the Closing Date, by notice to Administrative Agent (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term CommitmentLoan Request”), request (i) and (b) the extension of one or more new Revolving Credit Commitments commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (ii) one or more increases in the existing amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”) or a new Class of Revolving Commitments (collectively with any such new or increased Revolving Credit CommitmentCommitment Increase, an the “Incremental Revolving Credit CommitmentCommitments”, and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $178,800,000 and (2) 100% of Consolidated Adjusted EBITDA for the most recently completed Test Period (calculated on a Pro Forma Basis) minus any amounts previously utilized in reliance on this Fixed Incremental Amount (and not redesignated) and the amount of Incremental Equivalent Debt incurred in lieu thereof (and not redesignated) (the “Fixed Incremental Amount”) plus (B) an unlimited amount (with respect the “Incremental Incurrence-Based Amount”), so long as on a Pro Forma Basis after giving effect to both the incurrence of any such Incremental Loans (assuming the full amount of any such Indebtedness in the form of a revolving credit facility is drawn) (without netting the cash proceeds of any borrowing under any such Incremental Term Commitments and Loans or Incremental Revolving Credit Commitments) Commitment not to exceed $125,000,000. Each Incremental Commitment shall be promptly applied for the specified transaction in an aggregate amount not less than $5,000,000 and integral multiples connection with such incurrence upon receipt thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretioncalculation thereof), (II) the total Total Net Leverage Ratio does not exceed 4.50:1.00 as of the Incremental Commitments requested by the Borrowers and (III) the identity last day of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).most recently completed Test

Incremental Commitments. (ia) The Borrowers may Borrower shall have the right, at any time and from time to time after the Restatement Effective Date by written notice to and in consultation with the Administrative Agent Agent, to request (whereupon i) an increase in the Administrative Agent shall promptly deliver aggregate Commitments (each such requested increase, a copy to each of the Lenders“Revolving Commitment Increase”), and/or (ii) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any each such new or increased requested term loan commitment, an a “Term Loan Commitment” and, together with any Revolving Commitment Increase, the “Incremental Term CommitmentCommitments”) and (b) the extension of to make one or more new Revolving Credit Commitments or term loans (each a “Term Loan”) by having one or more increases existing Lenders increase their respective Commitments then in the existing Revolving Credit Commitments effect and/or provide a Term Loan Commitment (any such new or increased Revolving Credit Commitmenteach, an “Incremental Revolving Credit CommitmentIncreasing Lender”), in by adding as a Lender with a new Commitment and/or Term Loan Commitment hereunder one or more Persons that are not already Lenders (each, an aggregate amount “Additional Lender” and, together with each Increasing Lender, the “Incremental Lenders”), or a combination thereof; provided that (with respect to both Incremental Term Commitments and Incremental Revolving Credit CommitmentsA) not to exceed $125,000,000. Each any such request for an Incremental Commitment shall be in an aggregate a minimum amount not less than of $5,000,000 and integral multiples thereof 25,000,000, (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant B) immediately after giving effect to this Section 3.1 shall specify any Incremental Commitment, (Iy) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed aggregate Commitments plus Incremental Commitments shall not exceed $400,000,000 and (z) the aggregate of all Incremental Commitments effected shall not exceed $150,000,000, (C) no Default or Event of Default shall have occurred and be effectivecontinuing on the applicable Incremental Commitment Effective Date (as hereinafter defined) or shall result from any Incremental Commitment, which (D) immediately after giving effect to any Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof) the Borrower shall be a date not less than in compliance with the financial covenants contained in ARTICLE VII, and (E) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Incremental Commitment by providing such notice to the Administrative Agent ten (10) Business Days after before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Incremental Commitment if it provides written notice of its election to participate within ten (10) Business Days of the date Administrative Agent’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Incremental Commitment. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for an Incremental Commitment to an Incremental Lender, the Administrative Agent or ▇▇▇▇▇ Fargo, as Arranger, 12581222v10 24740.00017 shall be for their own account and shall be in which an amount, if any, mutually agreed upon by each such notice is delivered party and the Borrower, in each party’s sole discretion. Nothing contained in this Section 2.21 shall be construed to obligate the Borrower to pay any fee for an Incremental Commitment to an Incremental Lender, the Administrative Agent or either Arranger. (b) Revolving Commitment Increases, if any, shall have the same terms (other than upfront fees) as the existing Commitments and be effected as set forth in Section 2.21(f). Term Loan Commitments, if any, shall have terms and conditions acceptable to the Administrative Agent Agent, the Incremental Lenders making such Term Loan Commitments and the Borrower (unless otherwise consented such terms and conditions to be set forth in an amendment to this Agreement effective as of the Incremental Commitment Effective Date), provided that the Term Loans made pursuant to such Term Loan Commitments (i) shall not mature earlier than the Maturity Date, and (ii) will constitute Obligations of the Borrower on a pari passu basis with any Revolving Loans (c) Each Additional Lender must be approved in writing by the Administrative Agent and the Issuing Lenders. The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrower may reasonably require including without limitation the documentation for the amendment referred to in its DMEAST #35945034 v12 47 discretionSection 2.21(e)(i)(A), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel the Borrower, to evidence the Commitment adjustments referred to in Section 2.21(f). (d) If Incremental Commitments are provided in accordance with this Section 2.21, the Borrower (in consultation with the Administrative Agent) and each Incremental Lender shall agree upon the effective date (the “Incremental Commitment Effective Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such additional Eligible Assignees becoming Lenders increase and the Incremental Commitment Effective Date. For clarity, no Lender other than an Incremental Lender must execute any existing Lenders providing joinder or amendment in connection with an Incremental Commitment, collectively. (e) Notwithstanding anything set forth in this Section 2.21 to the contrary, the Borrower shall not incur any Revolving Loans or Term Loans pursuant to any Incremental Commitment (and no Incremental Commitment shall be effective) unless the conditions set forth in Section 2.21(a) as well as the following conditions precedent are satisfied on the applicable Incremental Commitment Effective Date: (i) The Administrative Agent shall have received the following, each dated the Incremental Commitment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) an amendment to this Agreement signed by the Incremental Lenders setting forth the terms and conditions of the Term Loan Commitments, if any, and the reallocation of Commitments and the allocation of Term Loan Commitments, as applicable, referred to in Section 2.21(f), together with all other documentation required by the Administrative Agent pursuant to Section 2.21(c); 12581222v10 24740.00017 (B) an instrument, duly executed by the Borrower and each other Subsidiary Guarantor, if any, acknowledging and reaffirming its obligations under the Subsidiary Guaranty, and the other Credit Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Incremental Commitment; (D) a certificate of a Financial Officer of the Borrower, certifying that (x) all representations and warranties of the Borrower and the Subsidiary Guarantors contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Incremental Commitment Effective Date (except to the extent such representation and warranty is qualified by materiality or reference to Material Adverse Effect or Material Adverse Change, in which case, such representation and warranty shall be true and correct in all respects or except to the extent that such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), (y) immediately after giving effect to such Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the financial covenants contained in ARTICLE VII, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Incremental Commitment (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) an opinion or opinions of counsel for the Borrower and the Subsidiary Guarantors, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested. (f) For Revolving Commitment Increases, on the Incremental Commitment Effective Date, (i) the aggregate principal outstanding amount of the Revolving Loans (the “Initial Loans”) immediately prior to giving effect to the Incremental LendersCommitment shall be deemed to be repaid, (ii) immediately after the effectiveness of the Incremental Commitment, the Borrower shall be deemed to have made new Borrowings of Revolving Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.2(b)., (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Incremental Commitment) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Incremental Commitment) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Incremental Commitment) of the Initial Loans and (z) such Lender’s pro rata percentage 12581222v10 24740.00017

Incremental Commitments. (ia) The Borrowers may Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) time, request Incremental Term Loan Commitments in an amount not to exceed the extension of Incremental Term Loan Amount from one or more term loan commitments Incremental Term Loan Lenders, each of which must be (i) an existing Lender, (ii) any Affiliate or one or more increases in Approved Fund of any existing term loan commitments Lender or (iii) any such new other Person acceptable (which acceptance shall not be unreasonably withheld or increased term loan commitment, an “delayed) to the Agent. Such notice shall set forth (i) the amount of the Incremental Term Commitment”) and Loan Commitments being requested (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment which shall be in an aggregate minimum increments of $1,000,000 and a minimum amount not less than of $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by equal to the Borrowing Agent and the Administrative Agentremaining Incremental Term Loan Amount). Each notice delivered pursuant to this Section 3.1 shall specify , (Iii) the date (the “Increase Effective Date”) on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the Borrowers propose that date of such notice), and (iii) whether such Incremental Term Loan Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the proposed Incremental Term Loans (“Other Term Loans”). The Borrower may, by written notice to the Agent from time to time, request additional Revolving Loan Commitments in an amount not to exceed the Additional Revolving Loan Commitment Amount from one or more Persons, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be effective, unreasonably withheld or delayed) to the Agent and each L/C Issuer. Such notice shall set forth (i) the amount of the additional Revolving Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Additional Revolving Loan Commitment Amount) and (ii) the date on which such additional Revolving Loan Commitments are requested to become effective (which shall not be less than ten (10) 10 Business Days nor more than 60 days after the date in of such notice). The Borrower will first seek additional Revolving Loan Commitments from existing Lenders (each of which such notice is delivered shall be entitled to the Administrative Agent (unless otherwise consented agree or decline to by the Administrative Agent participate in its DMEAST #35945034 v12 47 sole discretion)) and, (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the if additional commitments are needed, from additional banks, financial institutions and other entities institutional lenders who will become Revolving Lenders in connection therewith. The Borrower and each Person providing an additional Revolving Loan Commitment shall execute and deliver to whom the Borrowers propose that any portion Agent an Additional Revolving Loan Commitment Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the additional Revolving Loan Commitment of each such Person. The terms and provisions (including pricing and maturity date) of such additional Revolving Loan Commitments and Revolving Loans made under such additional Revolving Loan Commitments shall be substantially similar to those of the existing Revolving Loan Commitments and Revolving Loans, respectively. (b) The Borrower will first seek Incremental Term Loan Commitments from existing Lenders (each of which shall be allocated and the amounts of such allocationsentitled to agree or decline to participate in its sole discretion) and, which if additional commitments are needed, from additional banks, financial institutions or and other entities may or may not be existing institutional lenders who will become Incremental Term Loan Lenders but who in connection therewith. The Borrower and each Incremental Term Loan Lender shall be Eligible Assigneesexecute and deliver to the Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of each Incremental Term Loan Lender. Any existing Lender approached to provide all or a portion The terms and provisions of the Incremental Commitments Term Loans shall be substantially consistent to those of the Term Loans except as otherwise set forth herein. Without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the average life to maturity of the Other Term Loans shall be no shorter than the average life to maturity of the Term Loans and (iii) if the initial yield on such Other Term Loans (as determined by the Agent to be equal to the sum of (x) the margin above the LIBOR based interest rate on such Other Term Loans and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee (excluding any arrangement, structuring and underwriting fees paid or payable to any arranger or its Affiliates) directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds the Applicable Margin then in effect for LIBOR Rate Loans that are Term Loans, Revolving Loans or prior Other Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for such Term Loans, Revolving Loans and prior Other Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement and each Additional Revolving Loan Commitment Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement or Additional Revolving Loan Commitment Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and the Incremental Term Loans evidenced thereby or the additional Revolving Loan Commitment and additional Revolving Loans evidenced thereby, as applicable, and the Agent and the Borrower may elect revise this Agreement to evidence such amendments. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or declineadditional Revolving Loan Commitment shall become effective under this Section 1.12 unless (i) on the date of such effectiveness, the conditions set forth in paragraph (b) of Section 2.2 shall be satisfied and the Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) except as otherwise specified in the applicable Incremental Term Loan Assumption Agreement or Additional Revolving Loan Commitment Assumption Agreement, the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 2.1, (iii) after giving effect, as applicable, to such Incremental Term Loan Commitment and the Incremental Term Loans to be made thereunder or such additional Revolving Loan Commitment and the Revolving Loans to be made thereunder (assuming the entire amount of such additional Revolving Loan Commitment is funded), and in each case, the application of the proceeds therefrom, (x) the Senior Leverage Ratio shall, on a pro forma basis as of the last day of the last Fiscal Quarter for which financial statements are required to be delivered hereunder, not exceed the maximum Senior Leverage Ratio then permitted under Section 6.2 less 0.25:1.00 and (iv) to the extent reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations, as determined by the Agent in its reasonable discretion (x) the applicable Credit Party to any Mortgages shall have entered into, and delivered to the Agent, at the direction and in the sole discretion, to provide such Incremental Commitment. Any proposed discretion of the Agent a mortgage modification or new Lender shall enter into Mortgage in proper form for recording in the relevant jurisdiction and in a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent, (y) the Borrower shall have caused to be delivered to the Agent for the benefit of the Secured Parties an endorsement to the title insurance policy, date down(s) or other evidence reasonably satisfactory to the Agent insuring that the priority of the Lien of the Mortgages as security for the Obligations has not changed and its counsel confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgages (other than those expressly permitted by Section 5.1) and (z) the Borrower shall have delivered, at the request of the Agent, to the Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations. (d) Each of the parties hereto hereby agrees that the Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of LIBOR Rate Loans that are Term Loans to be converted into a Borrowing of Base Rate Loans that are Term Loans on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Borrowing of LIBOR Rate Loans that are Term Loans on a pro rata basis. Any conversion of LIBOR Rate Loans that are Term Loans to Base Rate Loans that are Term Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans that are Term Loans, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Term Loan Assumption Agreement. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 1.8(a) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Loan Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that the Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each additional Revolving Loan Commitment, (i) Revolving Loans made under such additional Eligible Assignees becoming Lenders Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and any existing Lenders (ii) the Lender providing an Incremental Commitment, collectively, each additional Revolving Loan Commitment shares ratably in the “Incremental Lenders”)aggregate Revolving Pro Rata Outstandings.

Incremental Commitments. (ia) The Borrowers may may, by written notice to the Administrative Agent from time to time, but in no event more than twice (whereupon provided that the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declinemay, in its sole discretion, waive such restriction), request Incremental Commitments in an amount not to exceed the Incremental Amount from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitment. Any proposed new Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall enter into be subject to the approval of the Administrative Agent, each Swingline Lender (which approval shall not be unreasonably withheld or delayed) and each Borrower (which approval shall not be unreasonably withheld or delayed) unless such Incremental Lender is a joinder Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrowers, the Applicable Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or other agreement in form such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and substance reasonably satisfactory (3) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). (b) The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) and its counsel furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of each of the Borrowers, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional Eligible Assignees becoming Lenders documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any existing Lenders providing an and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental CommitmentCommitments, collectivelywhen originally made, the “Incremental Lenders”)are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (ia) The Borrowers may Company (for and on behalf of itself, or in its capacity as Borrower Representative on behalf of any other Borrower, as applicable) may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitmenttime, an “request Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “and/or Incremental Revolving Credit Commitment”)Commitments, as applicable, in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and Amount from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (IIIwhich may include any existing Lender) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, willing to provide such Incremental Commitment. Any proposed new Term Advances and/or Incremental Revolving Credit Advances, as the case may be, in their sole discretion; provided, that each Incremental Term Lender and/or Incremental Revolving Lender (which is not an existing Lender) shall enter into a joinder or other agreement in form and substance reasonably satisfactory be subject to the Administrative Agent approval requirements of Section 9.07. Such notice AMERICAS/2024254939.6 77 Sealed Air – 4th A&R Syndicated Facility Agt shall set forth (A) the amount of the Incremental Term Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $5,000,000 and its counsel a minimum amount of $25,000,000 or equal to the remaining Incremental Amount), (B) the date on which such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, Term Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (the “Increased Amount Date”) and (C) (i) whether such Incremental LendersTerm Commitments are to be commitments to make term advances with pricing and/or amortization terms different from the then-outstanding Term Advances (“Other Term Advances”) and/or (ii) whether such Incremental Revolving Credit Commitments are to be Revolving Credit Commitments or commitments to make revolving advances with pricing and/or amortization terms different from the then-outstanding Revolving Credit Advances (“Other Revolving Credit Advances”). (b) The applicable Borrower and such other Loan Parties as may be required with respect to such Incremental Term Commitment or Incremental Revolving Credit Commitment and each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Agent an Incremental Assumption Agreement, guarantor acknowledgments and consents, Notes (if requested in advance by the applicable Lenders) and such other closing or corporate documentation as the Agent (acting at the direction of the applicable Incremental Lenders) shall reasonably request. Each Incremental Assumption Agreement shall specify the terms of the Incremental Term Advances and/or Incremental Revolving Credit Advances to be made thereunder, and shall be made (x) on terms and conditions agreed to by the applicable Borrower and the applicable Incremental Lenders, and in a form that is reasonably acceptable to the Agent; provided, that (i) the Other Term Advances and Other Revolving Credit Advances shall rank pari passu in right of payment and of security with the Term Advances and Revolving Credit Advances, as applicable, (ii) the final maturity date of (A) any Other Term Advances shall be no earlier than the Latest Scheduled Term Loan Termination Date and (B) any Other Revolving Credit Advances shall be no earlier than the scheduled Termination Date applicable to the Revolving Credit Facilities (under clause (a)(i) of the definition of “Termination Date”), (iii) the weighted average life to maturity of any Other Term Advances shall be no shorter than the longest remaining weighted average life to maturity of any Term Facility outstanding immediately prior to the execution and delivery of such Incremental Assumption Agreement, (iv) the Other Revolving Credit Advances shall require no scheduled amortization or mandatory commitment reductions prior to the scheduled Termination Date applicable to the Revolving Credit Facilities (under clause (a)(i) of the definition of “Termination Date”) and (v) no Default (except in the connection with a Limited Condition Acquisition, in which case this requirement shall be that no Specified Event of Default shall have occurred and be continuing or would result from such Incremental Term Advance and/or Incremental Revolving Credit Advance) shall have occurred and be continuing or would result from such Incremental Term Advances and/or Incremental Revolving Credit Advances. (c) Notwithstanding the foregoing, no Incremental Term Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.04 unless (i) on the date of such effectiveness, the representations and warranties set forth in Section 4.01 shall be true and correct (in the case of a Limited Condition Acquisition, to the extent required under Section 1.14) and the Agent (acting at the direction of the applicable Incremental Lenders) shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower, (ii) the Agent shall have received (or waived, in accordance with the terms of the relevant Incremental Assumption Agreement) legal opinions, board AMERICAS/2024254939.6 78 Sealed Air – 4th A&R Syndicated Facility Agt resolutions and other closing certificates and documentation as required by the relevant Incremental Assumption Agreement and consistent with those delivered on the Closing Date under Section 3.01 and such additional documents and filings (including amendments to the Collateral Documents) as the Agent may reasonably require to assure that the Incremental Term Advances and/or Incremental Revolving Credit Advances are secured by the Collateral ratably with the existing Term Advances and Revolving Credit Advances, and (iii) subject to Section 1.14, the Borrowers would be in Pro Forma Compliance, calculated as of the last day of the most recently ended fiscal quarter for which financial statements delivered under Section 5.01(a)(i) are available, determined on a Pro Forma Basis giving effect to such Incremental Term Commitment and/or Incremental Revolving Credit Commitments (assuming for such purpose that any such Incremental Revolving Credit Commitments are fully drawn) and the Advances to be made thereunder and the application of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Advances and/or Incremental Revolving Credit Advances (other than Other Term Advances or Other Revolving Credit Advances), when originally made, are included in each Borrowing of outstanding Term Advances or Revolving Credit Advances on a pro rata basis.

Incremental Commitments. (i) The Borrowers may Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestAgent, from time to time and at any time up until and including the date that is five (a5) Business Days prior to the extension Maturity Date, advise of the obtaining of one or more term loan commitments or one or more increases in any existing term loan commitments Incremental Commitments (any each such new or increased term loan commitmentincrease, an a “Incremental Term CommitmentCommitment Increase”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed (a) $125,000,000100,000,000, plus (b) so long as either a Pledge Release Period is then in effect or after giving effect to such Commitment Increase, the Borrower’s Senior Secured Net Leverage Ratio (assuming such Commitment Increase is fully drawn and otherwise on a Pro Forma Basis as of the then most recently ended Test Period) shall not exceed 2.00:1.00, $100,000,000; provided that, in either case, (i) no Event of Default shall exist after giving effect to the incurrence of such Commitment Increase and (ii) after giving effect to such Commitment Increase, the Borrower shall be in compliance with the financial covenant set forth in Section 6.08 (assuming such Commitment Increase is fully drawn and otherwise on a Pro Forma Basis as of the then most recently ended Test Period); provided, further that, to the extent then available, each Commitment Increase shall apply to clause (b) of this Section 2.21 prior to clause (a). Each Incremental Such notice shall set forth (i) the amount of such Commitment Increase (provided; however, that the amount of each Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000) and integral multiples thereof (ii) the date on which each such Incremental Commitment is requested to become effective (which shall not be later than the Maturity Date) (each such date, an “Incremental Effective Date”). Commitment Increases may be provided by any existing Lender 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 shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04 for an assignment of Revolving Loans or Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such lesser amount and/or multiples as may be agreed Lender’s Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement, executed by the Borrowing Agent Borrower, each Lender agreeing to provide such Commitment Increase, if any, each Additional Lender, if any, and the Administrative Agent), and, in the case of an Additional Lender, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof. Each notice delivered The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21. No Lender shall be obligated to provide any Commitment Increases, unless it so agrees. Upon each increase in the Commitments pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)2.21, (IIa) the total of the Incremental Commitments requested by the Borrowers each Lender immediately prior to such increase will automatically and (III) the identity of the banks, financial institutions and other entities without further act be deemed to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing have assigned to each Lender approached to provide all or providing a portion of the Incremental Commitment Increase (each, a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding LC Exposure such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in LC Exposure held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the total Commitments may elect represented by such Lender’s Commitment and (b) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Revolver Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16. The Administrative Agent and the Lenders hereby agree that the minimum 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 Administrative Agent shall promptly notify each Lender of the execution and delivery of each Incremental Amendment. As of each Incremental Effective Date, this Agreement shall be deemed supplemented by each such Incremental Amendment, each such applicable Additional Lender shall be a “Lender” hereunder, and each such Incremental Lender’s Incremental Commitment shall be its counsel “Commitment” hereunder (such additional Eligible Assignees becoming Lenders and any in the case of an Additional Lender) or shall increase its Commitment hereunder (in the case of an existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”Lender).

Incremental Commitments. (ia) The Borrowers may may, from time to time, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestAgent, request Incremental Term Loan Commitments, additional Domestic Revolving Credit Commitments and/or additional Multicurrency Revolving Credit Commitments, as applicable, from time to time (a) the extension of one or more term loan commitments Incremental Term Lenders or one or more increases in persons who will become Domestic Revolving Credit Lenders and/or Multicurrency Revolving Credit Lenders (which may include any existing term loan commitments (any Lender willing to provide the same, in their own discretion); provided that at the time of the incurrence of such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Loan Commitments, additional Domestic Revolving Credit Commitments or one or more increases in the existing and/or additional Multicurrency Revolving Credit Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”assuming the full utilization thereof), in an aggregate amount (with respect to both Incremental Term Commitments A) no Default or Event of Default shall have occurred and Incremental Revolving Credit Commitmentsbe continuing or would result therefrom, and (B) not to exceed $125,000,000. Each Incremental Commitment the Senior Secured Leverage Ratio shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or equal to 2.50 to 1.00; provided further that each such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments person, if not already a Lender hereunder, shall be effective, which shall be a date not less than ten (10) Business Days after subject to the date in which such notice is delivered to approval of the Administrative Agent (unless otherwise consented which approval shall not be unreasonably withheld and shall be given or withheld within three Business Days and, if withheld, the reason therefor shall be specified in writing promptly thereafter). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments, additional Domestic Revolving Credit Commitments and/or additional Multicurrency Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 (or, in minimum increments of €1,000,000 and a minimum amount of €5,000,000, in respect of commitments to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionmake additional Euro Term Loans)), (IIii) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of date on which such Incremental Commitments be allocated and the amounts of such allocationsTerm Loan Commitments, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).Domestic Revolving Credit

Incremental Commitments. At any time following the earlier of (ix) The Borrowers completion of the syndication of the Revolving Loan Facility (as reasonably determined by the Administrative Agent) and (y) 90 days after the Closing Date and prior to the Revolving Facility Maturity Date, the Borrower may from time to time by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy elect to each of the Lenders) request, from time request an increase to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Facility Commitments (any such new or increased Revolving Credit Commitmentincrease, an the “Incremental Revolving Credit CommitmentFacility Commitments”) and/or may request that commitments be made in respect of term loans (the “Incremental Term Facility Commitments” and together with the Incremental Revolving Facility Commitments, if any, the “Incremental Commitments”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) principal amount, collectively, not to exceed $125,000,000. Each Incremental Commitment shall be 250.0 million, or, in an aggregate each case, a lesser amount not less than $5,000,000 and in integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent)of $5.0 million. Each Such notice delivered pursuant to this Section 3.1 shall specify (I) the date (the an “Increase Effective Increased Amount Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments Commitments, and in the case of Incremental Term Facility Commitments, the date the Incremental Term Loans, shall be effectivemade available, which shall be a date not less than ten (10) 5 Business Days (or such lesser number of days as may be agreed to by the Administrative Agent in its sole discretion) after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented to by Agent. The Borrower shall notify the Administrative Agent in its DMEAST #35945034 v12 47 discretion)writing of the identity of each Revolving Facility Lender or other financial institution (which in any event shall not be the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Administrative Agent, and in the case of any Person committing to any Incremental Revolving Facility Commitment, reasonably acceptable to the Issuing Banks and the Swingline Lenders (IIeach, an “Incremental Revolving Facility Lender,” an “Incremental Term Lender”, or generally, an “Incremental Lender”, as applicable) the total of to whom the Incremental Commitments requested by have been (in accordance with the Borrowers and (IIIprior sentence) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing ; provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such an Incremental Commitment. Any proposed Such Incremental Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Facility Commitments, such new Lender Loans in respect thereof (“Incremental Term Loans”) shall enter into be made on such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments and Incremental Term Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such Incremental Commitments (assuming the Revolving Facility Commitments, including any Incremental Revolving Facility Commitments, are fully drawn) and Incremental Term Loans, with the Financial Performance Covenants recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Restricted Subsidiaries; (iv) such increase in the Incremental Commitments shall be evidenced by one or more joinder or other agreement agreements executed and delivered to Administrative Agent by each Incremental Lender, as applicable, and each shall be recorded in form and substance the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); (v) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Incremental Commitments; and (vi) the Borrower and its counsel Affiliates shall not be permitted to commit to or participate in any Incremental Commitments or make any Incremental Term Loans. Each of the parties hereto hereby agrees that, upon the effectiveness of any joinder agreements in connection with any Incremental Commitments as described in the preceding sentence, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments and the Incremental Term Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such additional Eligible Assignees becoming Lenders and amendments without the consent of any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Lender.

Incremental Commitments. (a) The Borrower shall have the right at any time or from time to time on or after the Incremental Availability Date, upon written notice to and consent of the Administrative Agent, and in coordination with the Administrative Agent as to all matters set forth in this Section 2.13, but without requiring the consent of any of the Lenders, to request that one or more Lenders (and/or one or more other Eligible Transferees which will become Lenders) provide Incremental Commitments pursuant to (x) one or more new Tranches of Incremental Commitments or (y) an increase in the amount of Incremental Commitments under one or more existing Tranches on the same terms as such existing Tranches (the “Incremental Commitment Increase” and, together with any additional Tranche of Incremental Commitments, the “Incremental Facility”), provided that: (i) The Borrowers no Lender shall be obligated to provide an Incremental Commitment as a result of any such request by the Borrower; (ii) any Lender (including any Eligible Transferees which will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender; (iii) the provision of Incremental Commitments pursuant to this Section 2.13 on a given date pursuant to a particular Incremental Commitment Agreement shall be in a minimum aggregate amount (for all Lenders and other Eligible Transferees who will become Lenders pursuant thereto) of not less than $20,000,000 (or such lesser amount as agreed to by written notice to the Administrative Agent Borrower) and shall be in integral multiples of $5,000,000; (whereupon iv) such Incremental Commitments shall not exceed an aggregate principal amount of $350,000,000; (v) the Administrative Agent shall promptly deliver a copy notify each Lender as to the effectiveness of each Incremental Commitment Agreement; (vi) the Borrower shall not obtain Incremental Commitment Increases or new Tranches of Incremental Commitments pursuant to this Section 2.13 more than three times and each notice thereof from the Borrower shall set forth the requested amount and proposed terms of the relevant Incremental Commitment Increase or new Tranche of Incremental Commitments; (vii) the upfront fees payable to each Incremental Lender in respect of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be separately agreed to by the Borrowing Agent Borrower and each such Incremental Lender; and (viii) the Incremental Loans incurred under any Tranche and the Administrative Agent). Each notice delivered Letters of Credit issued pursuant to an Incremental Commitment under such Tranche shall constitute Loans and Letters of Credit for all purposes of this Agreement and the other Credit Documents and as a consequence all such Incremental Loans and Letters of Credit (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and receive the benefit of the Guaranties, on a pari passu basis with all other Obligations secured by the Security Documents and receiving the benefit of the Guaranties. (b) On or prior to the Incremental Availability Date, at the time of any provision of Incremental Commitments under any Tranche pursuant to this Section 3.1 2.13, the following conditions shall specify have been satisfied: (Ii) the date Borrower and each such Lender or other Eligible Transferee (the each an “Increase Effective DateIncremental Lender”) on which the Borrowers propose that the proposed agrees to provide an Incremental Commitments Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered execute and deliver to the Administrative Agent an Incremental Commitment Agreement substantially in the form of Exhibit Q (unless otherwise appropriately completed) (each an “Incremental Commitment Agreement”), with the effectiveness of such Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement, provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Eligible Transferee providing such Incremental Commitment if such consent would be required under Section 14.04 for an assignment of Loans or Commitments, as applicable, to such Eligible Transferee; (ii) the Borrower and each Credit Party shall have delivered such amendments, modifications and/or supplements to the Credit Documents as are necessary or in the reasonable opinion of the Administrative Agent, desirable to insure that the additional Obligations to be incurred pursuant to the Incremental Commitments are secured by, and entitled to the benefits of, the Security Documents and the Guaranties; (iii) the Administrative Agent shall have received evidence satisfactory to it that the additional Obligations to be incurred on such date pursuant to the Incremental Commitments are permitted by the terms of the outstanding Indebtedness of the Borrower and its Subsidiaries; (iv) if reasonably requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent in its DMEAST #35945034 v12 47 discretion)an opinion or opinions, (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent covering such matters as the Administrative Agent may reasonably request; (v) the Borrower and its counsel the other Credit Parties shall deliver to the Administrative Agent such other officers’ certificates, board of director resolutions and evidence of existence and good standing, where applicable, as the Administrative Agent shall reasonably request; (vi) the Parent shall be in compliance with the covenants set forth in Sections 10.07 through and including 10.10, in each case determined on a pro forma basis as of the most recently ended Test Period (or, if no Test Period cited in Sections 10.07 through and including 10.10 has concluded, the covenants in Sections 10.07 through and including 10.10 for the first Test Period cited in such additional Eligible Assignees becoming Lenders Sections shall be satisfied as of the last four quarters then ended), in each case, as if such Incremental Commitments had been outstanding and fully utilized on the last day of such fiscal quarter of the Parent for testing compliance therewith, certified as such by the Parent in writing, and the Administrative Agent shall have received evidence of such compliance; (vii) the Administrative Agent shall have received a certificate, dated the Incremental Availability Date, and signed on behalf of the Borrower by the chief executive officer, the president or any vice president of the Borrower certifying on behalf of the Borrower that all of the conditions set forth in Sections 6.09, 6.10 and 7.01 have been satisfied on such date; (viii) no Default or Event of Default shall exist at the time of a request for Incremental Commitments under any Tranche, upon the effectiveness of any Incremental Commitment Agreement or at the time that an Incremental Loan is made or a Letter of Credit is issued pursuant to such Tranche (and after giving effect thereto); and (ix) all of the representations and warranties of each Credit Party set forth in Section 8 and in each other Credit Document shall be true and correct in all material respects at the time of a request for Incremental Commitments under any Tranche, upon the effectiveness of any Incremental Commitment Agreement and at the time that an Incremental Loan is made or a Letter of Credit is issued pursuant to such Tranche (and after giving effect thereto) (in each case, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). (c) Other than as set forth in this Agreement, Incremental Loans made pursuant to any Tranche of Incremental Commitments shall have the same terms as the Initial Loans; provided that the “Applicable Margin” with respect to a Tranche of Incremental Commitments and Letters of Credit issued under such Tranche shall be a percentage per annum agreed to by the Borrower and the Lender providing such Incremental Commitments as set forth in the relevant Incremental Commitment Agreement. (d) On the effective date of any Incremental Commitment Increase pursuant to this Section 2.13, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Incremental Loans of the existing Lenders providing an under each Tranche of Incremental CommitmentCommitments and incur additional Loans under each such Tranche from certain other new Lenders, collectively, in each case to the “extent necessary so that all of the Lenders under such Tranche participate in each outstanding Borrowing of Incremental Lenders”).Loans and issuance of Letters of Credit under such Tranche pro rata on the basis of their respective Incremental Commitments under such Tranche (after giving effect to any increase in the Total Commitment pursuant to this Section 2.13

Incremental Commitments. (i) The Borrowers Borrower may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments new Term Loan Commitments or one or more increases in any the existing term loan commitments Term Loan Commitments (any such new or increased term loan commitmentTerm Loan Commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,00050,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent Borrower and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 3A.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers Borrower and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose Borrower proposes that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders Lenders, but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).

Incremental Commitments. The Borrower may at any time, and from time to time, by notice to the Administrative Agent, request an increase in the Aggregate Commitments (provided that there shall be no increase in the Revolving Facility Sublimit pursuant to this Section 2.24) provided for under this Agreement by an amount (in the aggregate for all such requests) not exceeding $500,000,000 (each such increase, an “Incremental Commitment Increase”); provided, that (i) The Borrowers the maximum Aggregate Commitment hereunder shall not at any given time be in excess of $2,200,000,000, (ii) the maximum Revolving Facility Sublimit shall not at any given time be in excess of $750,000,000, (iii) any such Incremental Commitment Increase shall be in a minimum amount of $25,000,000 and any whole multiple of $10,000,000 in excess thereof and (iv) each Incremental Commitment Increase will be treated as a Commitment under this Agreement; provided, further, that (i) no Lender shall be required to provide all or any portion of such Incremental Commitment Increase and (ii) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Incremental Commitment Increase on the Incremental Commitment Increase Effective Date. To achieve the full amount of a requested increase, the Borrower may by written notice also invite additional banks or other financial institutions to become Incremental Increase Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitmentjoinder agreement, an “Incremental Term CommitmentJoinder Agreement”); provided that each Incremental Increase Lender shall be subject to the approval of the Administrative Agent and each Issuing Lender (such approval in each case not to be unreasonably withheld or delayed) and (b) the extension approval of one or more new Revolving Credit the Borrower, but not the approval of any other Lender. If the Aggregate Commitments or one or more increases are increased in accordance with this Section, the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Administrative Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 Borrower shall specify (I) determine the effective date (the “Incremental Commitment Increase Effective Date”) on which and the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which final allocation of such notice is delivered to the increase. The Administrative Agent (unless otherwise consented to by shall promptly notify the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) Borrower and the total Lenders of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion final allocation of such Incremental Commitments be allocated increase and the amounts of Incremental Commitment Increase Effective Date. On each Incremental Commitment Increase Effective Date, each Lender, immediately prior to all Incremental Commitment Increases occurring on such allocationsIncremental Commitment Increase Effective Date, which banks, financial institutions or other entities may or may not will automatically and without further action be existing Lenders but who shall be Eligible Assignees. Any existing deemed to have assigned to each Incremental Increase Lender approached to provide all or providing a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide Commitment Increase on such Incremental CommitmentCommitment Increase Effective Date, and each such Incremental Increase Lender will automatically and without further action be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, each Lender (including each Incremental Increase Lender) shall hold its Applicable Percentage (including any additional Commitments of the Incremental Increase Lenders) of the participations hereunder in Letters of Credit. Any proposed new Lender Notwithstanding anything to the contrary set forth herein, the terms of each Incremental Commitment Increase shall enter into be identical to the Commitments made as of the Closing Date except that the Applicable Rate in respect of the Letter of Credit Fee and/or the Commitment Fee and any other pricing terms (including upfront fees) shall be determined by the Borrower and the applicable Incremental Increase Lenders. As a joinder condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate signed by a senior vice president, the chief financial officer or other agreement the treasurer of the Borrower (i) certifying that such Incremental Commitment Increase and the performance of the Borrower’s obligations thereunder (in form and substance reasonably satisfactory to the Administrative Agent) have been duly authorized (and attaching any evidence thereof reasonably requested by the Administrative Agent), and (ii) certifying that, as of the Incremental Commitment Increase Effective Date, before and after giving effect to such Incremental Commitment Increase, (A) the representations and warranties contained in Article IV and the other Loan Documents are true (except that for such purposes, the representations and warranties contained in Section 4.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a)), (B) no default or event of default under any project engineering, procurement, construction, maintenance and related activities and/or contracts of the Borrower or any of its Subsidiaries shall have occurred and be continuing which could reasonably be expected to materially and adversely affect the ability of the Borrower to perform its obligations under the Loan Documents and (C) no Default shall have occurred and be continuing. Solely with respect to any Incremental Commitment Increase, this Section shall supersede any provisions in Sections 2.14(c), 2.14(d), 8.04 or 8.05 to the contrary. In connection with any Incremental Commitment Increase, the Administrative Agent and its counsel (the Borrower may, without the consent of any Lenders, effect such additional Eligible Assignees becoming Lenders and amendments to any existing Lenders providing an Incremental CommitmentLoan Documents as may be necessary or appropriate, collectivelyin the opinion of the Administrative Agent, to effect the “Incremental Lenders”)provisions of this Section 2.24.

Incremental Commitments. (ia) The Borrowers may Borrower may, from time to time, by written notice to the Administrative Agent Lender, request additional Revolving Commitments (whereupon collectively, “Incremental Commitments”), from the Administrative Agent shall promptly deliver a copy to each Lender (in the sole discretion of the LendersLender), in an aggregate principal amount of up to $10,000,000; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), no Event of Default shall have occurred and be continuing or would result therefrom; provided, further, that the Borrower may make only 1 such request. Such notice shall set forth (i) requestthe amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $2,500,000 and a minimum amount of $5,000,000), from time and (ii) the date on which such additional Revolving Commitments are requested to time become effective (which shall not be less than 15 Business Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Lender). (b) The Borrower shall execute and deliver to the Lender such documentation as the Lender shall reasonably specify to evidence the Incremental Commitment of the Lender. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Commitment, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Lender with the Borrower’s consent (not to be unreasonably withheld or delayed). (c) The terms of each additional Revolving Commitment shall be reasonably satisfactory to the Lender and in any event: (d) (i) shall rank pari passu in right of payment and of security with the existing Revolving Loans; (e) (ii) all material terms of any additional Revolving Commitments and Revolving Loans under such additional Revolving Commitments shall be identical to the existing Revolving Commitments and Revolving Loans. (f) No additional Revolving Commitments shall become effective under this Section 2.11 unless, on the date of such effectiveness, (i) the conditions set forth in paragraphs (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment Section 4.2 shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples satisfied as may be agreed by the Borrowing Agent if it was a borrowing date and the Administrative Agent). Each notice delivered pursuant Lender shall have received a certificate to this Section 3.1 shall specify that effect dated such date and executed by a Financial Officer of the Borrower; and (Iii) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments Lender shall be effectivehave received closing certificates, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total opinions of the Incremental Commitments counsel and other customary documentation requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Lender.

Incremental Commitments. The Borrower Representative may, on behalf of any Borrower, at any time or from time to time after the Closing Date, by notice to Administrative Agent (ian “Incremental Loan Request”), request (A) The one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more increases in the amount of the Revolving Commitments (a “Revolving Commitment Increase” and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $63,000,000 and (2) 100% of Consolidated Adjusted EBITDA for the most recently completed Test Period (calculated on a Pro Forma Basis) minus any amounts previously utilized in reliance on this Fixed Incremental Amount (and not redesignated) and the amount of Incremental Equivalent Debt incurred in lieu thereof (and not redesignated) (the “Fixed Incremental Amount”) plus (B) an unlimited amount (the “Incremental Incurrence-Based Amount”), so long as on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Loans (assuming the full amount of any such Indebtedness in the form of a revolving credit facility is drawn) (without netting the cash proceeds of any borrowing under any such Incremental Term Loans or Revolving Commitment Increase not promptly applied for the specified transaction in connection with such incurrence upon receipt thereof in calculation thereof), the Total Net Leverage Ratio does not exceed 4.25:1.00 as of the last day of the most recently completed Test Period (calculated on a Pro Forma Basis) (this clause (B), the “Incremental Ratio Debt Basket”), plus (C) any voluntary prepayments and buybacks (limited to the actual amount of cash paid) of the Initial Term Loans and the Incremental Term Loans and voluntary prepayments of the Revolving Loans (to the extent accompanied by permanent commitment reductions thereto), payments utilizing the yank-a-bank provisions of the Credit Documents, in each case prior to such time other than any such voluntary prepayments (and commitment reductions), and buybacks to the extent financed with the proceeds of long term Indebtedness (other than any revolving Indebtedness) or any Specified Equity Contribution (this clause (C), the “Prepayment Amount”) (the sum of (A), (B), and (C) being referred to herein as the “Incremental Cap”), whereupon Administrative Agent shall promptly deliver a copy of such request to each of the Lenders; provided For purposes of the foregoing, (I) the Borrower Representative may elect to use the Incremental Incurrence-Based Amount prior to the Fixed Incremental Amount and the Prepayment Amount, and if the Fixed Incremental Amount and/or the Prepayment Amount, on the one hand, and the Incremental Incurrence-Based Amount, on the other hand, are each available and the Borrower Representative does not make an election, the Borrower Representative will be deemed to have elected to use the Incremental Incurrence-Based Amount first and (II) the Incremental Incurrence-Based Amount will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount and/or Prepayment Amount concurrently with the incurrence of any amounts in reliance on the Incremental Incurrence-Based Amount; provided, further that any portion of Incremental Credit Facilities incurred other than under the Incremental Incurrence-Based Amount may be re-designated at any time, as the Borrower Representative may elect from time to time, as incurred under the Incremental Incurrence-Based Amount if the Borrowers may meet the applicable ratio under the Incremental Incurrence-Based Amount at such time on a pro forma basis, at any time subsequent to the incurrence of such Incremental Credit Facility by written notice to the Administrative Agent on such date. (whereupon for purposes of clarity, with any such redesignation having the Administrative Agent shall promptly deliver a copy effect of increasing the Borrower’s ability to each incur Indebtedness under the Fixed Incremental Amount and/or the Prepayment Amount, as applicable, as of the Lenders) request, from time to time (a) the extension date of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed redesignation by the Borrowing Agent and the Administrative Agentamount of such Indebtedness so redesignated). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).NAI-1537241654v2

Incremental Commitments. (ia) The Borrowers may Borrower may, at any time on or after the Final Order Entry Date and prior to the Maturity Date, by written notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly deliver provide a copy of such written notice to each of the Lenders) request), from time request to time establish additional Commitments (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitmenteach, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect for all such Incremental Commitments so established pursuant to both Incremental Term Commitments and Incremental Revolving Credit Commitments) this Section 2.10 not to exceed $125,000,000. Each in excess of the Maximum Incremental Commitment shall be in an aggregate amount Amount and not less than $5,000,000 and integral multiples thereof 10,000,000 individually (or such lesser amount and/or multiples as (x) may be agreed approved by the Borrowing Agent Required Lenders or (y) shall constitute the unused Maximum Incremental Commitment Amount at such time) (an “Incremental Commitment Request”); provided, that no more than three (3) Incremental Commitment Requests may be made during the term of the Agreement. Each such Incremental Commitment Request shall (A) specify the aggregate amount of Incremental Commitments so requested and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose Borrower proposes that the proposed such Incremental Commitments shall be effectivebecome effective (an “Incremental Commitment Date”), which Incremental Commitment Date shall be a date not no less than ten (10) five Business Days after following the date in which of such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers Commitment Request and (IIIB) the identity of the banks, financial institutions and other entities offer each Lender an equal opportunity to whom the Borrowers propose that any portion provide its pro rata share of such Incremental Commitments be allocated (determined based on the sum of (x) the unused Commitments of each Lender and (y) the amounts aggregate unpaid principal amount of the Loans of each Lender, in each case, as of the date of such allocationsIncremental Commitment Request (excluding for such purposes any unused Commitments and outstanding Loans of Defaulting Lenders)); provided, which banks, financial institutions or other entities may or may not be existing Lenders but who that no Lender shall be Eligible Assignees. Any existing Lender approached have any obligation to provide all or a portion of the any Incremental Commitments and may elect or decline, in its sole discretion, to provide such Incremental Commitment. ; provided, further, that, in the event that one or more Lenders declines to provide its pro rata share of such Incremental Commitments, the Borrower may offer any other Lender who has elected to provide its pro rata share of such Incremental Commitments (each such Lender, an “Incremental Lender”) an opportunity to provide all or any portion of such Incremental Commitments so declined. (b) Any proposed new Lender wishing to elect to provide its pro rata share of the applicable Incremental Commitments (an “Incremental Commitment Election”) shall enter into a joinder or other agreement in form and substance reasonably satisfactory to notify the Administrative Agent of such Incremental Commitment Election on or prior to the date that is three Business Days following the date of such Incremental Commitment Request. (c) The terms and its counsel (such additional Eligible Assignees becoming Lenders provisions of any Incremental Commitments and any existing Lenders providing an the related Incremental CommitmentLoans thereunder shall be the same as the terms and provisions of all other Commitments and Loans outstanding hereunder as of the applicable Incremental Commitment Date, collectivelyincluding without limitation, the “interest rate, margin, commitment fees, upfront discount, repayment premium and similar fees applicable thereto. If any Incremental Lenders”Loans are not fungible for U.S. federal income tax purposes with any Loans then outstanding, such Incremental Loans shall be identified separately (whether by a separate CUSIP number or otherwise). (d) Any such Incremental Commitments shall become effective as of the applicable Incremental Commitment Date; provided, that (1) the Required Lenders (determined prior to giving effect to such Incremental Commitments) shall have provided their consent thereto, (2) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Incremental Commitments and (3) all representations and warranties of the Loan Parties contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Incremental Commitment Date, except to the extent that such representations and warranties expressly relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date or respective period.

Incremental Commitments. The Borrower Representative may, on behalf of any Borrower, at any time or from time to time after the Closing Date, by notice to Administrative Agent (ian “Incremental Loan Request”), request (A) The one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more increases in the amount of the Revolving Commitments (a “Revolving Commitment Increase” and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $63,000,000 and (2) 100% of Consolidated Adjusted EBITDA for the most recently completed Test Period (calculated on a Pro Forma Basis) minus any amounts previously utilized in reliance on this Fixed Incremental Amount (and not redesignated) and the amount of Incremental Equivalent Debt incurred in lieu thereof (and not redesignated) (the “Fixed Incremental Amount”) plus (B) an unlimited amount (the “Incremental Incurrence-Based Amount”), so long as on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Loans (assuming the full amount of any such Indebtedness in the form of a revolving credit facility is drawn) (without netting the cash proceeds of any borrowing under any such Incremental Term Loans or Revolving Commitment Increase not promptly applied for the specified transaction in connection with such incurrence upon receipt thereof in calculation thereof), the Total Net Leverage Ratio does not exceed 4.25:1.00 as of the last day of the most recently completed Test Period (calculated on a Pro Forma Basis) (this clause (B), the “Incremental Ratio Debt Basket”), plus (C) any voluntary prepayments and buybacks (limited to the actual amount of cash paid) of the Initial Term Loans and the Incremental Term Loans and voluntary prepayments of the Revolving Loans (to the extent accompanied by permanent commitment reductions thereto), payments utilizing the yank-a-bank provisions of the Credit Documents, in each case prior to such time other than any such voluntary prepayments (and commitment reductions), and buybacks to the extent financed with the proceeds of long term Indebtedness (other than any revolving Indebtedness) or any Specified Equity Contribution (this clause (C), the “Prepayment Amount”) (the sum of (A), (B), and (C) being referred to herein as the “Incremental Cap”), whereupon Administrative Agent shall promptly deliver a copy of such request to each of the Lenders; provided For purposes of the foregoing, (I) the Borrower Representative may elect to use the Incremental Incurrence-Based Amount prior to the Fixed Incremental Amount and the Prepayment Amount, and if the Fixed Incremental Amount and/or the Prepayment Amount, on the one hand, and the Incremental Incurrence-Based Amount, on the other hand, are each available and the Borrower Representative does not make an election, the Borrower Representative will be deemed to have elected to use the Incremental Incurrence-Based Amount first and (II) the Incremental Incurrence-Based Amount will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount and/or Prepayment Amount concurrently with the incurrence of any amounts in reliance on the Incremental Incurrence-Based Amount; provided, further that any portion of Incremental Credit Facilities incurred other than under the Incremental Incurrence-Based Amount may be re-designated at any time, as the Borrower Representative may elect from time to time, as incurred under the Incremental Incurrence-Based Amount if the Borrowers may meet the applicable ratio under the Incremental Incurrence-Based Amount at such time on a pro forma basis, at any time subsequent to the incurrence of such Incremental Credit Facility by written notice to the Administrative Agent on such date. (whereupon for purposes of clarity, with any such redesignation having the Administrative Agent shall promptly deliver a copy effect of increasing the Borrower’s ability to each incur Indebtedness under the Fixed Incremental Amount and/or the Prepayment Amount, as applicable, as of the Lenders) request, from time to time (a) the extension date of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed redesignation by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion amount of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”Indebtedness so redesignated).

Incremental Commitments. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time prior to the Initial Revolving Termination Date agree that such Lenders shall make, obtain or increase the amount of their Revolving Commitments (each, a “Commitment Increase”) by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) The Borrowers the amount of such increase and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Revolving Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the Maximum Permitted Increase Amount and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than five Increased Facility Closing Dates may be selected by written notice the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (whereupon the Administrative Agent which consent shall promptly deliver not be unreasonably withheld), elects to become a copy to each of the Lenders“Lender” under this Agreement in connection with any transaction described in Section 2.19(a) requestshall execute a New Lender Supplement (each, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an a “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit CommitmentNew Lender Supplement”), substantially in an aggregate amount the form of Exhibit H, whereupon such bank, financial institution or other entity (with respect a “New Lender”) shall become a Lender for all purposes and to both Incremental Term Commitments the same extent as if originally a party hereto and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 bound by and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered entitled to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total benefits of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)this Agreement.

Incremental Commitments. (i) The Borrowers may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) Pursuant to and in accordance with Section 2.14 of the extension Credit Agreement, effective as of one or more term loan commitments or one or more increases the Fourth Amendment Effective Date (immediately after giving effect to the amendments to the Credit Agreement effected by Section I hereof), the Borrowers shall incur, and each Incremental Lender hereby agrees to provide, Incremental Commitments in any existing term loan commitments (any an amount equal to the amount set forth next to such new or increased term loan commitment, an “Incremental Term Commitment”) Lender’s name in Annex A hereto and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in on identical terms to the existing Revolving Credit Commitments (any such new or increased Revolving under the Existing Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) Agreement on the date hereof. (the “Increase Effective Date”b) on which the Borrowers propose that the proposed The Incremental Commitments shall be effectivesubject to the provisions of the Existing Credit Agreement and the other Loan Documents, which as modified and supplemented by this Amendment. On the Fourth Amendment Effective Date (immediately after giving effect to the amendments to the Credit Agreement effected by Section I hereof), subject to the terms and conditions set forth herein, for all purposes of the Loan Documents, (i) each Incremental Commitment shall constitute a “Revolving Credit Commitment” and (ii) each Incremental Lender shall be a date not less than ten “Lender” and a “Revolving Credit Lender” and shall have all the rights and obligations of an Existing Revolving Lender (10as defined below) Business Days holding a Revolving Credit Commitment. (c) On the Fourth Amendment Effective Date (immediately after the date in which such notice is delivered giving effect to the Administrative Agent (unless otherwise consented amendments to the Credit Agreement effected by the Administrative Agent in its DMEAST #35945034 v12 47 discretionSection I hereof), (IIi) each of the total existing Revolving Credit Lenders immediately prior to the Fourth Amendment Effective Date (each, an “Existing Revolving Lender”) shall automatically and without further act be deemed to have assigned to each Incremental Lender, and each Incremental Lender shall automatically and without further act be deemed to have purchased and assumed, a portion of such Existing Revolving Lender’s participations under the Existing Credit Agreement in outstanding Letters of Credit, Swing Line Loans and Agent Advances, so that after giving effect to each such deemed assignment and assumption and participation, the aggregate outstanding participations under the Credit Agreement in such Letters of Credit, Swing Line Loans and Agent Advances will be held by the Lenders (including each such Incremental Lender) ratably in accordance with their respective Revolving Credit Commitments (including Incremental Commitments) after giving effect to this Amendment and (ii) each of the Existing Revolving Lenders shall assign, and each Incremental Lender shall purchase and assume, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on the Fourth Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and assumptions, the Revolving Credit Loans will be held by the Lenders (including each Incremental Lender) ratably in accordance with their respective Revolving Credit Commitments after giving effect to this Amendment. The assignments and assumptions contemplated by clause (ii) of the preceding sentence shall be made through the Agent in accordance with the Agent’s instructions to each Lender and each Lender hereby authorizes the Agent to take any actions as may be necessary or advisable to give effect to the reallocation of Revolving Credit Loans contemplated thereby. (d) As of the Fourth Amendment Effective Date, after giving effect to the incurrence of the Incremental Commitments requested by hereunder, the Borrowers and (III) aggregate principal amount of Revolving Credit Commitments outstanding pursuant to the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who Credit Agreement shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)$225,000,000.

Incremental Commitments. (i) The Borrowers may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more new term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000100,000,000. Each Incremental Commitment shall be in an aggregate amount not less than 66 $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).

Incremental Commitments. (ia) The Borrowers may by written notice to Borrower shall have the right, in consultation and coordination with, Administrative Agent (whereupon as to all of the Administrative Agent shall promptly deliver a copy to each matters set forth below in this Section 2.14, but without requiring the consent of any of the Lenders) request, to request at any time and from time to time (a) after the extension of Amendment No. 4 Effective Date and prior to the date which is three months prior to the Revolving Loan Maturity Date, that one or more term loan commitments or Lenders (and/or one or more increases in any existing term loan commitments other Persons which are Eligible Transferees and which will become Lenders as provided below) provide Incremental Commitments, it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Commitment as a result of any such new or increased term loan commitmentrequest by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent executed and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (unless otherwise consented b) of this Section 2.14, such Lender shall not be obligated to by the Administrative Agent fund any Revolving Loans or participate in Swingline Loans or Letters of Credit in excess of its DMEAST #35945034 v12 47 discretion)Commitment as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14, (IIii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to this Section 2.14 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee who will become a Lender)) of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof, and (iv) the total aggregate amount of all Incremental Commitments provided pursuant to this Section 2.14 shall not exceed the Maximum Incremental Commitment Amount. (b) At the time of the provision of Incremental Commitments requested by pursuant to this Section 2.14, the Borrowers and (III) the identity of the banksBorrower, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to Administrative Agent an Incremental Commitment Agreement, with the effectiveness of such additional Eligible Assignees becoming Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to Administrative Agent (or any affiliate thereof)), (x) all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in this Section 2.14 shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments, (ii) Appendix A shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any existing Lenders providing an Incremental CommitmentLender, collectivelyRevolving Loan Notes will be issued, at the expense of the Borrower, to such Incremental Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental Commitments pursuant to this Section 2.14, the “Borrower shall, in coordination with Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders”), in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Commitment pursuant to this Section 2.14) and with the Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.10 in connection with any such repayment and/or incurrence.

Incremental Commitments. (i) The Borrowers Borrower may at any time or from time to time after the Closing Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request), from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or request one or more increases in the existing amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”); provided that both at the time of any such new request and upon the effectiveness of any Incremental Amendment referred to below, no Default or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000Event of Default shall exist. Each Incremental Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and integral multiples thereof 25,000,000 (or provided that such lesser amount and/or multiples as may be agreed by less than $25,000,000 if such amount represents all remaining availability under the Borrowing Agent and limit set forth in the Administrative Agentnext sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases shall not exceed $150,000,000. Each notice delivered from the Borrower pursuant to this Section 3.1 shall specify set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender or by any other bank or other financial institution (I) the date (the any such other bank or other financial institution being called an “Increase Effective DateAdditional Lender”) on which the Borrowers propose ); provided that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to each of the Administrative Agent and each Issuing Bank shall have consented (unless otherwise consented such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of Commitments to such Lender or Additional Lender. Commitments in respect of 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 Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the Administrative Agent in its DMEAST #35945034 v12 47 discretion)other Loan Documents, (II) the total of the Incremental Commitments requested by the Borrowers executed by, and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable judgment of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment), the receipt by the Administrative Agent of legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and its counsel consistent with those delivered on the Closing Date under Section 4.01 and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Loans made pursuant to the Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Revolving Commitment Increases unless it so agrees. Upon each increase in the Commitments pursuant to this Section, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Protective Advances such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations in Protective Advances held by each Lender (including each such Revolving Commitment Increase Lender) will equal such Lender’s Applicable Percentage and (b) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Eligible Assignees becoming Lenders Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any existing costs incurred by any Lender in accordance with Section 2.16. The Administrative Agent and the Lenders providing an Incremental Commitmenthereby agree that the minimum borrowing, collectively, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the “Incremental Lenders”)transactions effected pursuant to the immediately preceding sentence.

Incremental Commitments. (ia) The Borrowers may Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or additional Revolving Credit Commitments in an amount not to exceed the Incremental Amount from one or more Incremental Term Lenders or persons who will become Revolving Credit Lenders (whereupon which may include any existing Lender); provided that each such person shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or additional Revolving Credit Commitments being requested (which (i) in the case of Incremental Term Loan Commitments, shall be in minimum principal amounts of $20,000,000 or, if lower, equal to the remaining Incremental Amount, and (ii) in the case of additional Revolving Credit Commitments, shall be in minimum principal amounts of $5,000,000 or, if lower, equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments and/or additional Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Tranche B-2 Term Loans or commitments to make term loans with terms different from the Tranche B-2 Term Loans (“Other Term Loans”). (b) The Borrower and each Incremental Term Lender and/or additional Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall promptly deliver a copy reasonably specify to each evidence the Commitment of such Lender. Each Incremental Assumption Agreement in respect of Incremental Term Loan Commitments shall specify the terms of the Incremental Term Loans to be made thereunder; provided that, without the prior written consent of the Majority Lenders) request, from time to time (ai) the extension Other Term Loans shall rank pari passu or junior in right of one payment and of security with the Term Loans and (except as to pricing and amortization) shall have the same terms as the Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B-2 Term Loan Maturity Date, (iii) the weighted average life to maturity of any Other Term Loans shall be no shorter than the weighted average life to maturity of the Tranche B-2 Term Loans and (iv) if the initial yield on such Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more term loan commitments or one or more increases than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurodollar Term Loans of any existing term loan commitments Class, then the Applicable Percentage then in effect for Term Loans of such Class shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (any such new or increased term loan commitment, an “but only to the extent) necessary to reflect the existence and terms of the Incremental Term Commitment”Loan Commitments and/or additional Revolving Credit Commitments evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or additional Revolving Credit Commitment shall become effective under this Section 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Article IV shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation reasonably requested by the Administrative Agent and consistent with those delivered on the Restatement Effective Date under the Amendment Agreement and such additional documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans, and/or additional Revolving Loans are secured by the Collateral ratably with the existing Term Loans and Revolving Loans and (iii) the Borrower would be in pro forma compliance with Section 6.02(a) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases after giving effect to (x) in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both case of Incremental Term Commitments Loan Commitments, the Incremental Term Loans to be made thereunder and Incremental the application of the proceeds therefrom as if made and applied on such date, and (y) in the case of additional Revolving Credit Commitments, the Revolving Loans (if any) not to exceed $125,000,000. be made thereunder on the date of effectiveness of such Commitment and the application of the proceeds therefrom on such date. (d) Each Incremental Commitment shall be of the parties hereto hereby agrees that the Administrative Agent may, in an aggregate amount not less than $5,000,000 consultation with the Borrower, take any and integral multiples thereof (or such lesser amount and/or multiples all action as may be agreed reasonably necessary to ensure that all Incremental Term Loans, and/or additional Revolving Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche B-2 Term Loans or Revolving Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Term Borrowing to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Term Borrowing on a pro rata basis. Any conversion of Eurodollar Term Loans to ABR Term Loans required by the Borrowing Agent preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing, then the interest rate thereon for such Interest Period and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments other economic consequences thereof shall be effectiveas set forth in the applicable Incremental Assumption Agreement. In addition, which shall to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(i) required to be a date not less than ten (10) Business Days made after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion making of such Incremental Commitments Term Loans shall be allocated and ratably increased by the amounts aggregate principal amount of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Term Loans.

Incremental Commitments. (ia) The At any time prior to January 7, 2011 Borrowers may may, subject to the rights of the Lenders and Agent in their sole and absolute discretion to deny such requests as set forth in this Section 1.16, from time to time, upon written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitments by an aggregate amount not to exceed Ten Million Dollars ($10,000,000) (the “Incremental Revolver”), such that the Aggregate Revolving Loan Commitments after giving effect to such increase are no greater than Thirty-Five Million Dollars ($35,000,000). Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent Borrower Representative and the Administrative Agent), to commit to establish all or a portion of such Incremental Revolver. Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total Final allocations of the Incremental Commitments requested Revolver shall be determined by the Borrowers and Agent after consultation with Borrowers. No Lender (IIIor any successor thereto) the identity of the banks, financial institutions and other entities shall have any obligation to whom the Borrowers propose that establish all or any portion of such Incremental Commitments be allocated Revolver or to increase any other obligations under this Agreement and the amounts other Loan Documents, and any decision by a Lender to establish all or any portion of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who Incremental Revolver shall be Eligible Assignees. Any existing Lender approached made in its sole discretion independently from any other Lender. (b) If the Lenders do not commit to provide establish all or a any portion of the Incremental Commitments Revolver pursuant to subsection (a) of this Section 1.16, the Agent may elect or decline, in its sole discretionand absolute discretion (i) designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) (an “Additional Lender”) or (ii) deny all or any portion of the requested Incremental Revolver amount. (c) In the event that the Borrowers desire to increase the Commitments by the Incremental Revolver and the Lenders and Agent approve such request in their sole and absolute discretion as set forth in Section 1.16(a) and (b), the Borrowers will enter into an amendment with the Agent, those Lenders providing the Incremental Revolver and Additional Lenders, if any (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such Incremental CommitmentRevolver, which amendment shall set forth any terms and conditions of the Incremental Revolver not covered by this Agreement as agreed by the Borrowers, Agent and such Lenders, and shall provide for the issuance of promissory notes to evidence the Incremental Revolver if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and consistent with the terms of this Section 1.16(c) and of the other provisions of this Agreement. Any proposed new No consent of any Lender not committing to the Incremental Revolver is required to permit the Incremental Revolver contemplated by and otherwise complying with this Section 1.16(c) or the aforesaid amendment to effectuate the Incremental Revolver. This clause (c) shall enter into supersede any provisions contained in this Agreement, including, without limitation, Section 9.1. (d) The increase of the Commitments by the Incremental Revolver will be subject to the satisfaction of the following conditions precedent: (i) after giving pro forma effect to such increase, no Default or Event of Default shall have occurred and be continuing and Borrowers will be in pro forma compliance with the covenants set forth in Article VI, (ii) execution of the amendment hereto referenced in clause (c) above by Agent, the Lenders and Additional Lenders providing the Incremental Revolver and the Credit Parties, (iii) delivery to Agent of a joinder certificate of the Secretary or other agreement an Assistant Secretary of each Credit Party, in form and substance reasonably satisfactory to Agent, certifying the Administrative resolutions of such Person’s board of directors (or equivalent governing body) approving and authorizing the Incremental Revolver (if not previously delivered to Agent), and certifying that none of the organizational documents of such Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or if modifications have occurred, certifying new copies of such organizational documents), (iv) delivery to Agent of an opinion of counsel to the Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to Agent and its counsel Lenders extending the Incremental Revolver and covering such matters as the Agent may reasonably request, (v) receipt by Agent of such new Notes and reaffirmations of guaranties and Liens, as Agent may reasonably request, together with amendments to any Mortgages reflecting that the Incremental Revolver is secured pari passu with the Revolving Loan, and such endorsements to title policies or additional Eligible Assignees becoming Lenders title searches as the Agent may reasonably request and any (vi) the Incremental Revolver shall be provided on the same terms and conditions as the existing Lenders providing an Incremental CommitmentRevolving Loan Commitments (including without limitation as to fees, collectivelyabsence of original issue discount, the “Incremental Lenders”interest rates and maturity).

Incremental Commitments. (ia) The Borrowers Borrower may at any time after the Closing Date and from time to time, by written notice to the Administrative Credit Facility Agent (whereupon a “Working Capital Commitment Increase Notice”), request increases in the Administrative Agent shall promptly deliver Working Capital Commitments (together with any applicable corresponding increases in the Issuing Bank Limits) of any Working Capital Lender, Issuing Bank or by any other Person that is an Eligible Assignee or satisfies the rating requirement set forth in the definition of “Issuing Bank,” as applicable (each, a copy “Working Capital Commitment Increase”), up to each an aggregate principal amount not to exceed the maximum amount of Working Capital Debt permitted pursuant to Section 6.2(a) (Working Capital Debt) of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and Common Terms Agreement. (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental The Working Capital Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 Increase Notice shall specify (Ii) the date (the “Increase Effective Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments such Working Capital Commitment Increase shall be effective, which shall be a date not less than ten thirty (1030) Business Days days after the date in on which such notice is delivered to the Administrative Credit Facility Agent (unless otherwise consented or, subject to clause (c)(iii)(E) below, such shorter period of time as agreed by the Administrative Agent Incremental Lender/Issuing Banks (as defined below) participating in its DMEAST #35945034 v12 47 discretionsuch Working Capital Commitment Increase), (IIii) the total amounts of the Incremental Commitments requested by the Borrowers Working Capital Commitment Increase (including any proposed increase in Non-Fronting Limits of an Issuing Bank) and (IIIiii) the identity of each Working Capital Lender, Issuing Bank or other Person that is an Eligible Assignee or satisfies the banksrating requirement set forth in the definition of “Issuing Bank,” as applicable (each, financial institutions and other entities an “Incremental Lender/Issuing Bank”) to whom the Borrowers propose that Borrower proposes any portion of such Incremental Commitments the Working Capital Commitment Increase be allocated and the amounts of such allocations; provided that, which banksany Working Capital Lender, financial institutions Issuing Bank or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender Person approached to provide all or a portion of the Incremental Commitments Working Capital Commitment Increase may elect or decline, in its sole and absolute discretion, to provide participate. (c) Each Working Capital Commitment Increase shall become Working Capital Commitments, Issuing Bank Limits, Non-Fronting Limits and/or Fronting Limits (as applicable) (or, in the case of an increase in the commitment of an existing Working Capital Lender or Issuing Bank, an increase in such Working Capital Lender’s or Issuing Bank’s applicable Working Capital Commitment, Issuing Bank Limit, Non-Fronting Limit or Fronting Limit (as applicable)) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement executed by the Borrower, the Credit Facility Agent and each Incremental Lender/Issuing Bank (with the consent of no other Working Capital Lender or Issuing Bank being required) which provides solely for (i) the increase in the applicable Working Capital Commitments, Issuing Bank Limits, Non-Fronting Limits and/or Fronting Limits (as applicable) proposed in the applicable Working Capital Commitment Increase Notice and consented to by the applicable Incremental Lender/Issuing Bank, (ii) amendments required to reflect the relative unfunded Commitments of the Incremental Lenders/Issuing Banks and (iii) the joinder of each Incremental Lender/Issuing Bank that is not already an existing Working Capital Lender or Issuing Bank party to this Agreement. The effectiveness of any Incremental Amendment shall be subject solely to the conditions that (A) no Loan Facility Event of Default or Unmatured Loan Facility Event of Default shall exist on such date of effectiveness before or after giving effect to such Working Capital Commitment Increase, (B) each Incremental Lender/Issuing Bank that is not already a Working Capital Lender shall be entitled to receipt of any required reliance letters in respect of the legal opinions provided to the Credit Facility Agent pursuant to Section 4.1(f) (Conditions to Closing Date and Initial Advance – Opinions from Counsel) of the Common Terms Agreement, (C) since the time of the financial statements most recently provided pursuant to Section 10.1(a) (Accounting, Financial and Other Information) of the Common Terms Agreement no developments have occurred which, individually or in the aggregate have resulted in or could reasonably be expected to result in a Material Adverse Effect, (D) each Incremental Lender/Issuing Bank who is not already a Working Capital Lender or Issuing Bank is reasonably acceptable to the Credit Facility Agent and each Issuing Bank and (E) the Intercreditor Agent has received, at least three (3) Business Days before the effectiveness of such Incremental Commitment. Any proposed new Lender shall enter into Amendment, a joinder or other agreement in form and substance reasonably satisfactory certificate from the Borrower that (1) identifies each holder of Working Capital Commitments, Issuing Bank Limits, Non-Fronting Limits and/or Fronting Limits (after giving effect to the Administrative Agent applicable Working Capital Commitment Increase) and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an 2) attaches a copy of the proposed Incremental Commitment, collectively, the “Incremental Lenders”)Amendment.

Incremental Commitments. (ia) The Borrowers may on one or more occasions, by written notice to the Administrative Agent Agent, request Incremental Commitments from one or more Incremental Lenders, which may include any existing Lender; provided that (whereupon i) no Lender shall be required to provide any Incremental Commitment, (ii) each Incremental Lender shall be subject to the approval of the Administrative Agent and the Borrowers (which approvals shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of one not be unreasonably withheld or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”delayed) and (biii) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both of Incremental Term Commitments and Incremental Revolving Credit Commitments) shall not to exceed $125,000,000. Each the Incremental Commitment Amount. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall not exceed the then-current Incremental Commitment Amount and shall be in an aggregate amount not less than minimum increments of $5,000,000 and integral multiples thereof a minimum amount of $20,000,000 or equal to the remaining Incremental Commitment Amount) and (or ii) the date on which such lesser amount and/or multiples as Incremental Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after the date of such notice (which time periods for notice may be agreed by modified or waived at the Borrowing Agent and discretion of the Administrative Agent)). All loans made pursuant to any Class of Incremental Commitments established under this Section 2.12 are referred to herein as "Other Term Loans" and will rank pari passu or junior in right of payment and security with the Term Loans and will, if pari passu in right of security with the Term Loans, benefit equally and ratably from the Liens under the Collateral Agreements. Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered Class of Other Term Loans will have terms and conditions substantially identical to the Administrative Agent Term Loans (unless other than with respect to pricing, amortization and maturity) and otherwise consented will be on terms and subject to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance conditions reasonably satisfactory to the Administrative Agent. (b) The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the Other Term Loans to be made thereunder; provided that, without the prior written consent of Lenders holding a majority of the principal amount of the outstanding Loans, (i) the Other Term Loans shall mature no earlier than the Tranche B-1 Term Maturity Date and will have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the Tranche B-1 Term Loans, (ii) if the interest rate spread applicable to any Other Term Loans (which, for this purpose, shall be deemed to include all upfront or similar fees or original issue discount and any pricing "floor" applicable to such Other Term Loans), but excluding any underwriting, arrangement, structuring or other fees payable in connection therewith that are not generally shared with the Lenders (collectively, "Upfront Payments"), in each case, paid to the Incremental Lenders in respect of such Other Term Loans, exceeds the interest rate spread applicable to the Tranche B-1 Term Loans (taking into account the Upfront Payments paid to the Lenders in respect of the establishment of the Tranche B-1 Term Loans and any pricing "floor" applicable to the Tranche B-1 Term Loans) by more than 0.50%, then the interest rate spread applicable to the Tranche B-1 Term Loans shall be increased so that it equals (after taking into account Upfront Payments made in respect of the establishment of the Tranche B-1 Term Loans and any pricing "floor" applicable to the Tranche B-1 Term Loans) the interest rate spread applicable to the Other Term Loans less 0.50%. For purposes of the foregoing, any original issue discount associated with the Tranche B-1 Term Loans or any Other Term Loans will be converted to an interest rate spread equivalent by dividing the percentage amount of such original issue discount by the lesser of (A) the Weighted Average Life to Maturity of such Loans and (B) four. (c) Each Incremental Assumption Agreement shall require the consent of only the Parent, the Borrowers, the Administrative Agent and its counsel the Incremental Lenders providing the applicable Other Term Loans, but, in each case, not the consents of any other Lenders. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and the other Loan Documents (other than the Intercreditor Agreement) shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Term Loans evidenced thereby, including the amount and final maturity thereof, any provisions relating to amortization and the interest to accrue and be payable thereon and any fees to be payable in respect thereof, and to effect such additional Eligible Assignees becoming other changes (including changes to the provisions of Sections 4.08, 10.06 and 10.12, the definition of "Required Lenders" and any other provisions of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under the Loan Documents or make any determination or grant any consent under the Loan Documents) as the Borrowers and the Administrative Agent shall deem necessary or advisable in connection with the establishment of such Other Term Loans. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers' consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (d) Notwithstanding the foregoing, no Incremental Assumption Agreement shall become effective under this Section 2.12 unless (i) on the date of such effectiveness and after giving effect to the making of any Other Term Loans contemplated thereby the conditions set forth in paragraphs (o) and (p) of Section 5.01 shall be satisfied, (ii) all fees owing in respect of such Incremental Commitments to the Administrative Agent and the Lenders and any existing Lenders providing an all expenses in respect of such Incremental CommitmentCommitments that the Borrowers are required to reimburse have been paid in full and (iii) the Administrative Agent shall have received legal opinions, collectivelyboard resolutions and other closing certificates and documentation as it shall reasonably request relating to such Other Term Loans, consistent with those delivered on the “Effective Date pursuant to Section 5.01. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Lenders”)Assumption Agreement.

Incremental Commitments. (ia) The Borrowers Borrower may from time to time by written notice to the Administrative Agent elect to request (whereupon i) incremental revolving credit commitments (the Administrative Agent shall promptly deliver a copy to each “Incremental Revolving Credit Commitments”) for the purpose of increasing the Lendersaggregate Revolving Credit Commitments and/or (ii) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing incremental term loan commitments (any such new or increased term loan commitment, an the “Incremental Term Commitment”) Loan Commitments,” and (b) together with the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments, the “Incremental Commitments”) for the purpose of increasing the aggregate Term Loan Commitments; provided that (1) the aggregate amount of all Incremental Commitments shall not to (as of any date of incurrence thereof) exceed $125,000,000. Each Incremental Commitment shall be in an 300,000,000 and (2) the aggregate amount of each increase in the Revolving Credit Commitments and/or Term Loan Commitments pursuant to this section shall not be less than $5,000,000 and integral multiples thereof (25,000,000 or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent)a whole multiple of $1,000,000 in excess thereof. Each such notice delivered pursuant to this Section 3.1 shall specify (I) the date (the each, an “Increase Effective Increased Amount Date”) on which the Borrowers propose Borrower proposes that the proposed any Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionAgent, to provide an Incremental Commitment (any such Person, a “New Lender”), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender Person offered or approached to provide all or a portion of the any Incremental Commitments may elect or decline, in its sole discretion, to provide such an Incremental Commitment. Revolving Credit Commitments and Revolving Credit Loans and Term Loan Commitments and Term Loans made pursuant to this Section shall be subject to the same terms applicable to the Revolving Credit Commitments and Revolving Credit Loans or Term Loan Commitments and Term Loans, as applicable, made on the Closing Date, except that the pricing, maturity and amortization terms applicable to any Term Loans made pursuant to this Section shall be as agreed among the Borrower, the Lenders providing such Term Loans and the Administrative Agent; provided, however, that (i) the maturity date of any such Term Loans shall be no earlier than the latest maturity date of the then-outstanding Term Loans and (ii) the weighted average life of such Term Loans shall be no shorter than the then-remaining weighted average life of the then-outstanding Term Loans. Any proposed new Incremental Revolving Credit Commitment shall be available on a revolving basis from and after the date of the closing of such Incremental Revolving Credit Commitment until the Revolving Credit Maturity Date. Any Incremental Term Loan Commitment shall be available on a single draw basis on the date of the closing of such Incremental Term Loan Commitment. Any Incremental Commitment shall become effective as of the related Increased Amount Date; provided that: (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Commitments and (2) the making of any Loans or the issuance of any Letters of Credit pursuant thereto; (B) all Term Loans and Revolving Credit Loans made, and all reimbursement obligations in respect of Letters of Credit issued, pursuant to any Incremental Commitments shall constitute Obligations of the Borrower, shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis and shall otherwise be subject to the same terms and conditions as other Term Loans (except as provided above), Revolving Credit Loans and Letters of Credit, respectively; (C) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the New Lenders providing Incremental Revolving Credit Commitments) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the New Lenders providing Incremental Revolving Credit Commitments) agree to make all payments and adjustments necessary to effect such reallocation, and the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); (D) any New Lender with an Incremental Commitment shall enter into be entitled to the same voting rights as the existing Lenders under the applicable Credit Facility, and any Extensions of Credit made in connection with each Incremental Commitment shall receive proceeds of prepayments on the same basis as the other Extensions of Credit of the same kind made hereunder; (E) Incremental Commitments shall be effected pursuant to one or more joinder agreements (each a joinder “Joinder Agreement”) executed and delivered by the Borrower, the Administrative Agent and the applicable New Lenders (which Joinder Agreement(s) shall be in form and substance reasonably satisfactory to the parties thereto and may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or other agreement appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.14); (F) the Administrative Agent and the Lenders shall have received from the Borrower a certificate of a Responsible Officer of the Borrower demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Article X (based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable) both before and after giving effect (on a Pro Forma Basis) to (x) any Incremental Commitment and (y) the making of any Loans pursuant thereto (with any existing and/or then-undrawn Incremental Term Loan Commitment being deemed to be fully funded); (G) the Administrative Agent and its counsel the Lenders shall have received from the Borrower a certificate of a Responsible Officer of the Borrower demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Consolidated Senior Secured Leverage Ratio of the Borrower is less than or equal to 3.00 to 1.00, as calculated on a Pro Forma Basis (based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable), assuming that any then-undrawn pre-existing Term Loan Commitments and any Incremental Term Loan Commitments have been funded and giving effect to any drawings under Incremental Revolving Credit Commitments to be made on such additional Eligible Assignees becoming date and the use of proceeds thereof; (H) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing the borrowing of Term Loans and/or Revolving Credit Loans, as applicable, and the request of Letters of Credit pursuant to Incremental Revolving Credit Commitments) reasonably requested by the Administrative Agent in connection with any such transaction; and (I) each Lender or New Lender providing such Incremental Commitment shall receive any applicable flood insurance due diligence information and flood insurance compliance reasonably satisfactory to such Lender or New Lender. (b) The New Lenders shall be included in any determination of the Required Lenders and the New Lenders will not constitute a separate voting class or separate tranche of Loans for any existing Lenders providing purposes under this Agreement. (c) On any Increased Amount Date on which any Incremental Commitment becomes effective, subject to the foregoing terms and conditions, each New Lender with an Incremental Commitment shall become a Lender hereunder with respect to such Incremental Commitment, collectively, the “Incremental Lenders”).

Incremental Commitments. On and after (ix) the Delayed Draw Termination Date or (y) solely in connection with an Incremental Term Loan incurred to consummate the ▇▇▇▇▇▇▇ Acquisition, the Tenth Amendment Effective Date, the Borrower may at any time or from time to time, by notice to the Administrative Agent (The Borrowers Borrower may by written notice to the Administrative applicable Agent (whereupon elect to request the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension establishment of one or more new Term Loan Commitments under a new term loan commitments facility or one or more increases in under any existing term loan commitments facility or any increase under an existing tranche of Loans (any such new or increased term loan commitmenteach, an “Incremental Term CommitmentLoan Request”) and (b) the extension of ), request one or more new Revolving Credit Commitments or one or more increases commitments of Term Loans which may be of the same Class as any outstanding Term Loans (Commitment” and any Term Loan made in the existing Revolving Credit Commitments (any respect of such new or increased Revolving Credit Incremental Term Loan Commitment, an “Incremental Term Loan Increase”) or a new Class of term loans (collectively with any”) and/or any increase under the Revolving Credit CommitmentCommitments (each an “Incremental Revolving Credit Commitments” and together with Incremental Term Loan IncreaseCommitment, the “Incremental Term Loan Commitments”). The Administrative Agent shall promptly forward any Incremental Term Loan Request to all Lenders, and any interested Lenders shall as soon as practicable, and in any case (but excluding any Incremental Term Loan Request for the or “Incremental Facilities”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) incurred after the Fifteenth Amendment Effective Date not to exceed $125,000,000. Each the Available Incremental Commitment shall be in an Amount at the time of such incurrence, provided that the aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by of Incremental Term Loans to consummate the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I▇▇▇▇▇▇▇ Acquisition) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than within ten (10) Business Days Revolving Credit Commitments incurred after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may Fifteenth Amendment Effective Date shall not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)exceed $12,500,000.

Incremental Commitments. The Company may, upon five (i5) The Borrowers may by written Business Days’ notice to the Administrative Agent (whereupon Agent, increase the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of Revolving Loan Commitment amount by adding one or more term loan commitments lenders or one increasing the Revolving Loan Commitment of a Lender, determined by the Company in its sole discretion, subject to the consent of the Administrative Agent, Swingline Lender and Issuing Banks (such consent not to be unreasonably withheld), which lender or more increases in any existing term loan commitments lenders are willing to commit to such increase (any each such new or increased term loan lender, a “New Lender,” and such commitment, an the “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”); provided, in however, that (i) the Company may not elect any Incremental Commitment after the occurrence and during the continuance of an aggregate amount Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Commitment, (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitmentsii) not to exceed $125,000,000. Each each Incremental Commitment shall be in an aggregate amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (iii) after giving effect to all Incremental Commitments the aggregate Revolving Loan Commitments shall not exceed the Dollar Equivalent of $6,100,000,000 and integral multiples thereof (iv) on the effective date of the Incremental Commitment, each New Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such lesser amount and/or multiples other actions as the Administrative Agent may determine to be agreed necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Borrowing Agent Lenders in accordance with the Revolving Loan Commitments. An Incremental Commitment shall become effective upon the execution by each applicable New Lender of a counterpart of this Agreement and delivering such counterpart to the Administrative Agent). Each notice delivered Over the term of the Agreement the Company shall increase the Revolving Loan Commitments no more than five (5) times. Notwithstanding anything to the contrary in this Agreement, any Incremental Commitment made pursuant to this Section 3.1 shall specify 2.14 may be effected by adding one or more tranches of Revolving Loan Commitments that are denominated in an Alternative Currency and/or term loan commitments (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date deemed to be “Revolving Loan Commitments” for purposes of this Section 2.14 (other than clause (iv) above)), and the Lenders agree that any amendment required to implement an Incremental Commitment may be effected by the consent of the Company and only those Lenders that agree to participate in any such tranche, provided that the aggregate amount of the commitments do not less than ten (10) Business Days after exceed the date in which such notice is delivered Dollar Equivalent of $6,100,000,000 at any time. Notwithstanding anything to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)contrary herein, (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who no Lender shall be Eligible Assignees. Any existing Lender approached required to provide all or a portion of the Incremental Commitments may elect or decline, in increase its sole discretion, Commitment pursuant to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)this Section 2.14.

Incremental Commitments. (a) So long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, the ABL Borrowers shall have the right, with the consent of, and in coordination with, the Administrative Agent as to all of the matters set forth below in this Section 1.15, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders as provided below) provide Incremental Commitments constituting Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans and participate in Letters of Credit pursuant thereto, it being understood and agreed, however, that (i) The Borrowers no Lender shall be obligated to provide an Incremental Commitment as a result of any such request by the ABL Borrowers, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (b) of this Section 1.15, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 1.15, (ii) any Lender (including any Eligible Transferee who will become a Lender) may by written notice so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to this Section 1.15 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee who will become a Lender)) of at least $10,000,000 and in integral multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of all Incremental Commitments provided pursuant to this Section 1.15, shall not exceed the Maximum Incremental Commitment Amount and (v) all Revolving Loans (and all interest, fees and other amounts payable thereon), made pursuant to an Incremental Commitment shall be entitled to the benefits of the guarantees and security provided under the Credit Documents to the other ABL Obligations on a pari passu basis. (b) At the time of the provision of Incremental Commitments pursuant to this Section 1.15, each ABL Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Incremental Commitment Agreement, with the effectiveness of such Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent (whereupon or any affiliate thereof)), (x) all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in this Section 1.15 shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments; provided that the Administrative Agent shall promptly deliver a copy have consented to each such increase, (ii) Schedule I shall be deemed modified to reflect the revised Commitments of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) affected Lenders and (biii) to the extension extent requested by any Incremental Lender, Notes will be issued, at the expense of one or more new Revolving Credit each applicable ABL Borrower, to such Incremental Lender in conformity with the requirements of Section 1.05. (c) At the time of any provision of Incremental Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) 1.15, the date (the “Increase Effective Date”) on which the ABL Borrowers propose that the proposed Incremental Commitments shall be effectiveshall, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to coordination with the Administrative Agent Agent, repay outstanding Revolving Loans of certain of the Lenders under the relevant Tranche or Tranches, and incur additional Revolving Loans from certain other Lenders under the relevant Tranche or Tranches (unless otherwise consented to by including the Administrative Agent in its DMEAST #35945034 v12 47 discretionIncremental Lenders), (IIeven though as a result thereof such new Loans (to the extent required to be maintained as Euro Rate Loans) may have a shorter Interest Period (i.e. one which begins later) than the total then outstanding Borrowings of the Incremental respective such Loans), in each case to the extent necessary so that all of the Lenders under the relevant Tranche or Tranches participate in each outstanding borrowing of Revolving Loans under the relevant Tranche or Tranches pro rata on the basis of their respective Commitments requested under the relevant Tranche or Tranches (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 1.15) and with the relevant ABL Borrowers under the relevant Tranche being jointly and severally obligated to pay to the respective Lenders any costs of the type referred to in Section 1.11 and such amounts, as reasonably determined by the Borrowers and respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (III) rather than at the identity beginning of the banksrespective Interest Period, financial institutions and other entities to whom the Borrowers propose that based upon rates then applicable thereto) in connection with any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assigneesrepayment and/or incurrence. Any existing All determinations by any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory pursuant to the Administrative Agent preceding sentence shall, absent manifest error, be final and its counsel (such additional Eligible Assignees becoming Lenders conclusive and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)binding on all parties hereto.

Incremental Commitments. (a) The Borrower shall have the right, upon written notice to and consent of the Administrative Agent, and in coordination with the Administrative Agent as to all of the matters set forth below in this Section 1.13, but without requiring the consent of any of the Lenders, to request that one or more Lenders (and/or one or more other Eligible Transferees and which will become Lenders) provide Incremental Commitments to the Borrower, provided that: (i) The Borrowers may by written notice no Lender shall be obligated to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver provide an Incremental Commitment as a copy to each result of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitmentrequest by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent executed and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent and the Borrower an Incremental Commitment Agreement as provided in clause (unless otherwise consented b) of this Section 1.13, the Incremental Commitment of such Lender shall not be effective; (ii) any Lender (including any Eligible Transferees who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender; (iii) the provision of Incremental Commitments pursuant to this Section 1.13 on a given date pursuant to a particular Incremental Commitment Agreement shall be in a minimum aggregate amount (for all Lenders and other Eligible Transferees who will become Lenders pursuant thereto) of $5,000,000; (iv) such Incremental Commitments shall not exceed $20,000,000 in the aggregate; (v) no Default or Event of Default exists at the time of the effectiveness of an Incremental Commitment after giving effect thereto; (vi) the up front fees payable to each Incremental Lender in respect of each Incremental Commitment shall be separately agreed to by the Borrower, the Administrative Agent and each such Incremental Lender; and (vii) the Loans incurred and Letters of Credit issued pursuant to an Incremental Commitment shall constitute Loans and Letters of Credit for all purposes of this Agreement and the other Credit Documents and as a consequence all such Loans and Letters of Credit (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and receive the benefit of the Guarantees, on a pari passu basis with all other Obligations secured by the Security Documents and receiving the benefit of the Guarantees. (b) At the time of any provision of Incremental Commitments pursuant to this Section 1.13, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee (each an “Incremental Lender”) which agrees to provide an Incremental Commitment shall execute and deliver to the Administrative Agent an Incremental Commitment Agreement substantially in its DMEAST #35945034 v12 47 discretionthe form of Exhibit S (appropriately completed) (each an “Incremental Commitment Agreement”), with the effectiveness of such Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement; (IIii) the total Borrower and each Credit Party shall have delivered such amendments, modifications and/or supplements to the Credit Documents as are necessary or in the reasonable opinion of the Administrative Agent, desirable to insure that the additional Obligations to be incurred pursuant to the Incremental Commitments are secured by, and entitled to the benefits of, the Security Documents and the Guarantees; (iii) the Administrative Agent shall have received evidence satisfactory to it that the additional Obligations to be incurred on such date pursuant to the Incremental Commitments are permitted by the terms of the outstanding Indebtedness of the Borrower and its Subsidiaries; (iv) if reasonably requested by the Borrowers and (III) Administrative Agent, the identity of Borrower shall deliver to the banksAdministrative Agent an opinion or opinions, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent covering such matters as the Administrative Agent may reasonably request. (v) the Borrower and its counsel the other Credit Parties shall deliver to the Administrative Agent such other officers’ certificates, board of director resolutions and evidence of existence and good standing, where applicable, as the Administrative Agent shall reasonably request; and (such additional Eligible Assignees becoming vi) the Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement. (c) On the effective date of any increase in the Commitments pursuant to this Section 1.13, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Loans of certain of the Lenders and incur additional Loans from certain other Lenders, in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Loans pro rata on the basis of their respective Commitments (after giving effect to any existing increase in the Total Commitment pursuant to this Section 1.13) and with the Borrower being obligated to pay to the respective Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)costs of the type referred to in Section 1.10 in connection with any such repayment and/or Borrowing.

Incremental Commitments. The Borrower Representative may, on behalf of any Borrower, at any time or from time to time after the Closing Date, by notice to Administrative Agent (ian “Incremental Loan Request”), request (A) The one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more increases in the amount of the Revolving Commitments (a “Revolving Commitment Increase” and, collectively with DOC ID - 36220401.1 any Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $63,000,000 and (2) 100% of Consolidated Adjusted EBITDA for the most recently completed Test Period (calculated on a Pro Forma Basis) minus any amounts previously utilized in reliance on this Fixed Incremental Amount (and not redesignated) and the amount of Incremental Equivalent Debt incurred in lieu thereof (and not redesignated) (the “Fixed Incremental Amount”) plus (B) an unlimited amount (the “Incremental Incurrence-Based Amount”), so long as on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Loans (assuming the full amount of any such Indebtedness in the form of a revolving credit facility is drawn) (without netting the cash proceeds of any borrowing under any such Incremental Term Loans or Revolving Commitment Increase not promptly applied for the specified transaction in connection with such incurrence upon receipt thereof in calculation thereof), the Total Net Leverage Ratio does not exceed 4.25:1.00 as of the last day of the most recently completed Test Period (calculated on a Pro Forma Basis) (this clause (B), the “Incremental Ratio Debt Basket”), plus (C) any voluntary prepayments and buybacks (limited to the actual amount of cash paid) of the Initial Term Loans and the Incremental Term Loans and voluntary prepayments of the Revolving Loans (to the extent accompanied by permanent commitment reductions thereto), payments utilizing the yank-a-bank provisions of the Credit Documents, in each case prior to such time other than any such voluntary prepayments (and commitment reductions), and buybacks to the extent financed with the proceeds of long term Indebtedness (other than any revolving Indebtedness) or any Specified Equity Contribution (this clause (C), the “Prepayment Amount”) (the sum of (A), (B), and (C) being referred to herein as the “Incremental Cap”), whereupon Administrative Agent shall promptly deliver a copy of such request to each of the Lenders; provided For purposes of the foregoing, (I) the Borrower Representative may elect to use the Incremental Incurrence-Based Amount prior to the Fixed Incremental Amount and the Prepayment Amount, and if the Fixed Incremental Amount and/or the Prepayment Amount, on the one hand, and the Incremental Incurrence-Based Amount, on the other hand, are each available and the Borrower Representative does not make an election, the Borrower Representative will be deemed to have elected to use the Incremental Incurrence-Based Amount first and (II) the Incremental Incurrence-Based Amount will be calculated without regard to any incurrence of Indebtedness under the Fixed Incremental Amount and/or Prepayment Amount concurrently with the incurrence of any amounts in reliance on the Incremental Incurrence-Based Amount; provided, further that any portion of Incremental Credit Facilities incurred other than under the Incremental Incurrence-Based Amount may be re-designated at any time, as the Borrower Representative may elect from time to time, as incurred under the Incremental Incurrence-Based Amount if the Borrowers may meet the applicable ratio under the Incremental Incurrence-Based Amount at such time on a pro forma basis, at any time subsequent to the incurrence of such Incremental Credit Facility by written notice to the Administrative Agent on such date. (whereupon for purposes of clarity, with any such redesignation having the Administrative Agent shall promptly deliver a copy effect of increasing the Borrower’s ability to each incur Indebtedness under the Fixed Incremental Amount and/or the Prepayment Amount, as applicable, as of the Lenders) request, from time to time (a) the extension date of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed redesignation by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion amount of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”Indebtedness so redesignated).

Incremental Commitments. (ia) The Borrowers Borrower may on one or more occasions, by written notice to the Administrative Agent Paying Agent, establish any Incremental Commitments, provided that the aggregate amount of all Incremental Commitments to be established hereunder on any date shall not exceed during the term of this Agreement the sum of (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lendersx) request, from time to time $750,000,000 and (ay) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term of Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agentterminated under Section 2.18(b). Each such notice delivered pursuant to this Section 3.1 shall specify (Ii) the date (the “Increase Effective Date”) on which the Borrowers propose Borrower proposes that the proposed Incremental Commitments shall be effective, which date shall not be a date not less than ten (10) five Business Days (or such shorter period as may be agreed by the Paying Agent) after the date in on which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretionPaying Agent), (IIii) the total amount of the Incremental Commitments requested by the Borrowers to be established and (IIIiii) the identity of the banks, financial institutions and other entities each Person proposed to whom the Borrowers propose become an Incremental Lender in connection therewith (it being agreed that (x) any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the any Incremental Commitments Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (y) any Person that the Borrower proposes to be an Incremental Lender, if such Person is not then a Lender, must, if such approval would then be required under Section 9.04 for an assignment to such Person of a Commitment, be approved by the Paying Agent, each Issuing Bank and the Swingline Lender (each such approval not to be unreasonably withheld, delayed or conditioned). (b) The terms and conditions of any Incremental Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with the Revolving Commitments and Revolving Loans; provided that the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such fees with respect to the other Revolving Commitments. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Commitments and the Paying Agent; provided that no Incremental Commitments shall become effective unless (i) at the time of effectiveness of such Incremental Commitments and after giving effect thereto (A) no Default shall have occurred and be continuing or would result therefrom and (B) the representations and warranties of the Borrower set forth in Article III are true and correct in all material respects, in each case, on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case to the effect that such representation and warranty is true and correct in all material respects on and as of such prior date, and (ii) the Borrower shall have delivered to the Paying Agent (A) a certificate of a Responsible Officer of the Borrower confirming the satisfaction of the conditions set forth in clauses (i)(A) and (i)(B) above and (B) such legal opinions, board resolutions, secretary’s certificates and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered on the Effective Date under Section 4.01) by the Paying Agent in connection with any such transaction. Any proposed new Lender shall enter into a joinder Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Paying Agent and the Borrower, to give effect to the provisions of this Section. The Paying Agent agrees that its consent to any amendment to this Agreement or any other agreement in Loan Document as contemplated above, or to the form and substance reasonably satisfactory of any Incremental Facility Agreement, will not be unreasonably withheld, delayed or conditioned. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the Administrative Agent rights of, and its counsel benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, (ii) such additional Eligible Assignees becoming Lenders Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Lender and any existing Lenders providing an (iii) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Commitment, collectivelyin each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Revolving Exposure of the Incremental Lender holding such Incremental Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental LendersCommitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Paying Agent in same day funds an amount (so long as such amount is greater than zero) equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Incremental Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Paying Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Paying Agent receives the funds specified in clauses (ii) and (iii) above, the Paying Agent shall pay to each Lender the portion of such funds (so long as such portion is greater than zero) that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Incremental Commitments, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Paying Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Commitments) and (vii) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Incremental Commitments occurs other than on the last day of the Interest Period relating thereto. (f) The Paying Agent shall notify the Lenders promptly upon receipt by the Paying Agent of any notice from the Borrower referred to in Section 2.20(a) and of the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof and of the Applicable Percentages of the Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.20(e).

Incremental Commitments. (i) The Borrowers Loan Parties may at any time or from time to time after the Closing Date, by written notice to the Administrative Agent (an “Incremental Request”), request (i) one or more new commitments which shall be in the same Facility as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) under this Agreement, (ii) one or more new term loans in a separate facility from the Facilities and that are either unsecured or secured on a pari passu or junior lien basis to the Facilities (the “Other Commitments” and the loans in respect thereof, the “Other Term Loans”), (iii) one or more series of pari passu first lien secured, junior lien secured or unsecured notes (the “Other Notes”), (iv) one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”), and (v) one or more new Classes of Revolving Credit Loans (the “Additional Revolving Commitments” and together with the Revolving Commitment Increase, the “Incremental Revolving Commitments and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in each case, solely to the extent the PIK Period remains in effect, under this Agreement, whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request. Notwithstanding anything herein to the contrary, from the Lenders party to this Agreement at the time to time (a) of delivery of the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed written notice by the Borrowing Agent and Loan Parties to the Administrative Agent). Each notice delivered Agent pursuant to this Section 3.1 2.14(a) shall specify have the right, on a pro rata basis, to (Ii) make an initial offer with respect to any such Other Commitments and/or Incremental Commitments (and the date Indebtedness to be incurred in respect thereof) within five Business Days of receipt of such written notice and (ii) in the “Increase Effective Date”) on which event such initial offer is not accepted by the Borrowers propose Borrower or its applicable Restricted Subsidiary (provided that the proposed Incremental Commitments Lead Borrower shall be effective, which deemed to have rejected such offer unless it shall be a date not less than ten (10) Business Days after accept the date same in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).writing 106

Incremental Commitments. The Company may, upon five (i5) The Borrowers may by written Business Days’ notice to the Administrative Agent (whereupon Agent, increase the Administrative Agent shall promptly deliver a copy to each of the Lenders) request, from time to time (a) the extension of Revolving Loan Commitment amount by adding one or more term loan commitments lenders or one increasing the Revolving Loan Commitment of a Lender, determined by the Company in its sole discretion, subject to the consent of the Administrative Agent, Swingline Lender and Issuing Banks (such consent not to be unreasonably withheld), which lender or more increases in any existing term loan commitments lenders are willing to commit to such increase (any each such new or increased term loan lender, a “New Lender,” and such commitment, an the “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”); provided, in however, that (i) the Company may not elect any Incremental Commitment after the occurrence and during the continuance of an aggregate amount Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Commitment, (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitmentsii) not to exceed $125,000,000. Each each Incremental Commitment shall be in an aggregate amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (iii) after giving effect to all Incremental Commitments the aggregate Revolving Loan Commitments shall not exceed the Dollar Equivalent of $4,400,000,000 and integral multiples thereof (iv) on the effective date of the Incremental Commitment, each New Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such lesser amount and/or multiples other actions as the Administrative Agent may determine to be agreed necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Borrowing Agent Lenders in accordance with the Revolving Loan Commitments. An Incremental Commitment shall become effective upon the execution by each applicable New Lender of a counterpart of this Agreement and delivering such counterpart to the Administrative Agent). Each notice delivered Over the term of the Agreement the Company shall increase the Revolving Loan Commitments no more than five (5) times. Notwithstanding anything to the contrary in this Agreement, any Incremental Commitment made pursuant to this Section 3.1 shall specify 2.14 may be effected by adding one or more tranches of Revolving Loan Commitments that are denominated in an Alternative Currency and/or term loan commitments (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date deemed to be “Revolving Loan Commitments” for purposes of this Section 2.14 (other than clause (iv) above)), and the Lenders agree that any amendment required to implement an Incremental Commitment may be effected by the consent of the Company and only those Lenders that agree to participate in any such tranche, provided that the aggregate amount of the commitments do not less than ten (10) Business Days after exceed the date in which such notice is delivered Dollar Equivalent of $4,400,000,000 at any time. Notwithstanding anything to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion)contrary herein, (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who no Lender shall be Eligible Assignees. Any existing Lender approached required to provide all or a portion of the Incremental Commitments may elect or decline, in increase its sole discretion, Commitment pursuant to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)this Section 2.14.

Incremental Commitments. (i) The Borrowers Borrower may from time to time, on one or more occasions after the Closing Date, by written notice to the Administrative Agent (an “Incremental Request”), request (i) one or more new commitments (each, an “Incremental Term Facility”) which may be in the same Facility as any outstanding Term Loans of an existing Class of Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”), (ii) the establishment of commitments under one or more new revolving credit facilities that are not super senior in priority (each, an “Incremental Revolving Facility”), (iii) the establishment of commitments under a super priority revolving credit facility (the “Incremental Super Priority Revolving Facility” and collectively with any Incremental Revolving Facility, each, an “Incremental Senior Revolving Facility”, and collectively with any Incremental Term Facility, an “Incremental Facility”), provided that the Incremental Super Priority Revolving Facility does not exceed in the aggregate $25,000,000 or (iv) one or more increases in the amount of commitments under any Incremental Senior Revolving Facility (an “Incremental Revolving Commitment Increase”, collectively with any Incremental Senior Revolving Facility, the “Incremental Revolving Credit Commitments” and the Incremental Revolving Credit Commitments, collectively, with any Incremental Term Commitments, the “Incremental Commitments”), provided that any increase under the Incremental Super Priority Revolving Facility shall not result in the Incremental Super Priority Revolving Facility exceeding $25,000,000 in the aggregate, whereupon the Administrative Agent shall promptly deliver a copy of such Incremental Request to each of the Lenders) request, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “Incremental Term Commitment”) and (b) the extension of one or more new Revolving Credit Commitments or one or more increases in the existing Revolving Credit Commitments (any such new or increased Revolving Credit Commitment, an “Incremental Revolving Credit Commitment”), in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000. Each Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (I) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered to the Administrative Agent (unless otherwise consented to by the Administrative Agent in its DMEAST #35945034 v12 47 discretion), (II) the total of the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”).

Incremental Commitments. (ia) The Borrowers may At any time and from time to time prior to the Latest Maturity Date, the Company may, by written notice to the Administrative Agent (whereupon which the Administrative Agent shall promptly deliver a copy furnish to each of the Lenders) requestLender), from time to time (a) the extension of request that one or more term loan commitments or one or more increases in any Persons (which may include the then-existing term loan commitments Lenders) (any such new or increased term loan commitment, an “Incremental Term Commitment”A) and (b) the extension of one or more new offer to increase their Revolving Credit Commitments or one or more increases in the existing to make additional Revolving Credit Commitments (any if they are not already Lenders) (such new or increased and/or additional Revolving Credit Commitment, an Commitments being a “Incremental Revolving Credit Commitment”), in ) or (B) enter into one or more tranches of term loans (such additional term loans being an aggregate amount (with respect to both “Incremental Term Commitments Loan” and together with any Incremental Revolving Credit Commitments, a “Incremental Commitments”) under this paragraph (a), it being understood that (x) if such offer is to be made by a Person that is not already a Lender, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the event of an assignment to such Person (such consent not to exceed be unreasonably withheld) and (y) the Company may agree to accept less than the amount of any Incremental Commitment so requested; provided that the minimum aggregate principal amount accepted shall equal the lesser of (i) (x) $125,000,00010,000,000 if such Incremental Commitment is denominated in U.S. Dollars or (y) €10,000,000 if such Incremental Commitment is denominated in Euro or (ii) the offered Incremental Commitment. Each The minimum aggregate principal amount of any Incremental Commitment shall be in an aggregate amount not less than $5,000,000 and integral multiples thereof 10,000,000 or €10,000,000, as applicable, (or such lesser amount and/or multiples as may be agreed by the Borrowing Administrative Agent). In no event shall the aggregate amount of all Incremental Commitments pursuant to this paragraph (a) (i) exceed the Incremental Amount available at the time such Incremental Term Loans are funded or Incremental Revolving Credit Commitments are established or (ii) cause the failure of the Company to comply with the limitation on incurrence of Indebtedness by Foreign Borrowers set forth in Section 6.01(a). The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend Revolving Credit Commitments, increase their existing Revolving Credit Commitments or provide Incremental Term Loans in an aggregate amount equal to the amount of the Incremental Commitment. In the event that one or more of such Persons offer to increase or enter into such Revolving Credit Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Revolving Credit Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an Incremental Assumption Agreement. Incremental Term Loans may be made hereunder pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender participating in such tranche, each Person joining this Agreement as Lender by participation in such tranche, if any, and the Administrative Agent). Each notice delivered pursuant The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Company and the Administrative Agent, to effect the provisions of this Section 3.1 2.09. (b) Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall specify become effective under this Section 2.09 unless on the proposed date of the effectiveness of such Incremental Commitment (i) the Administrative Agent shall have received a certificate dated such date and executed by a Financial Officer of the Company that the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall have been satisfied or waived by the Required Lenders; provided, that in the event that any tranche of Incremental Term Loans is used to finance a Limited Condition Acquisition, to the extent the Incremental Term Loan Lenders participating in such tranche of Incremental Term Loans agree, (x) the condition set forth in Section 4.02(b) shall be (I) tested at the date time of the execution of the acquisition agreement related to such Limited Condition Acquisition (provided, that such Incremental Term Loan Lenders shall not be permitted to waive any Default or Event of Default then existing or existing after giving effect to such tranche of Incremental Term Loans) and (II) tested at funding of such Incremental Term Loans only with respect to those Events of Default under clause (a), (b), (h) or (i) of Article VII and (y) the “Increase condition set forth in Section 4.02(a) shall be limited to the accuracy of the Specified Representations and those representations of the seller or the target company (as applicable) included in the acquisition agreement related to such Limited Condition Acquisition that are material to the interests of the Lenders and only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a failure of such representations to be accurate (it being understood that of the representations and warranties under the Loan Documents, only the Specified Representations shall be required to be accurate as a condition to the funding of Incremental Term Loans being used to finance a Limited Condition Acquisition, all of the representations and warranties under the Loan Documents shall nonetheless be made) and (ii) the Administrative Agent shall have received documents from the Company consistent with those delivered on the Effective Date”) on which Date as to the organizational power and authority of the Borrowers propose that to borrow hereunder after giving effect to such Incremental Commitment. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the proposed part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Commitments Term Loans, at any time. (c) The applicable Borrower and each Incremental Term Loan Lender and/or Incremental Revolving Lender shall be effective, which shall be a date not less than ten (10) Business Days after the date in which such notice is delivered execute and deliver to the Administrative Agent (unless otherwise consented to by an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Loan Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Credit Commitments; provided, that: (i) any (v) commitments to make additional Initial U.S. Term B Loans shall have the same terms as the Initial U.S. Term B Loans, and shall form part of the same Class of Initial U.S. Term B Loans, (w) commitments to make additional Initial Euro Term B Loans shall have the same terms as the Initial Euro Term B Loans, and shall form part of the same Class of Initial Euro Term B Loans, (x) commitments to make additional Initial Term A Loans shall have the same terms as the Initial Term A Loans, and shall form part of the same Class of Initial Term A Loans, (y) commitments to Term Loans with pricing, maturity, amortization, participation in its DMEAST #35945034 v12 47 mandatory prepayments and/or other terms different from the Initial Term Loans (“Other Incremental Term Loans”) shall be subject to compliance with clauses (ii) through (viii) below and (z) Incremental Revolving Credit Commitments shall have the same terms as the then outstanding Class of Revolving Credit Commitments (or, if more than one Class of Revolving Credit Commitments is then outstanding, the Revolving Credit Commitments with the then latest Revolving Facility Maturity Date) and shall require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of the Revolving Credit Commitments, (ii) the Other Incremental Term Loans incurred pursuant to clause (a) of this Section 2.09 shall be secured by Liens that rank equal in priority with the Liens securing the Initial Term Loans, (iii) (x) the final maturity date of any such Other Incremental Term A Loans shall be no earlier than the Latest Maturity Date applicable to Term A Loans in effect at the date of incurrence of such Other Incremental Term A Loans, and, except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Company and the Incremental Term Loan Lenders in their sole discretion), (II) shall have the total of same terms as the Incremental Commitments requested by the Borrowers and (III) the identity of the banks, financial institutions and Initial Term A Loans or such other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who terms as shall be Eligible Assignees. Any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (y) the final maturity date of any such additional Eligible Assignees becoming Other Incremental Term B Loans shall be no earlier than the Latest Maturity Date applicable to Term B Loans in effect at the date of incurrence of such Other Incremental Term B Loans and, except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Company and the Incremental Term Loan Lenders and any existing Lenders providing an Incremental Commitmentin their sole discretion), collectivelyshall have the same terms as the Initial U.S. Term B Loans or the Initial Euro Term B Loans, as applicable, or such other terms as shall be reasonably satisfactory to the “Incremental Lenders”).Administrative Agent,

Incremental Commitments. (ia) The Borrowers may may, from time to time, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) requestAgent, from time to time (a) the extension of one or more term loan commitments or one or more increases in any existing term loan commitments (any such new or increased term loan commitment, an “request Incremental Term Commitment”) and (b) the extension of one or more new Loan Commitments, additional Domestic Revolving Credit Commitments or one or more increases in the existing and/or additional Multicurrency Revolving Credit Commitments (any such new or increased Revolving Credit CommitmentCommitments, an “Incremental Revolving Credit Commitment”)as applicable, in an aggregate amount (with respect to both Incremental Term Commitments and Incremental Revolving Credit Commitments) not to exceed $125,000,000the Incremental Amount from one or more Incremental Term Lenders or persons who will become Domestic Revolving Credit Lenders and/or Multicurrency Revolving Credit Lenders (which may include any existing Lender willing to provide the same, in their own discretion); provided that each such person, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld and shall be given or withheld within three Business Days and, if withheld, the reason therefor shall be specified in writing promptly thereafter). Each Such notice shall set forth (i) the amount of the Incremental Commitment Term Loan Commitments, additional Domestic Revolving Credit Commitments and/or additional Multicurrency Revolving Credit Commitments being requested (which shall be in an aggregate minimum increments of $1,000,000 and a minimum amount not less than of $5,000,000 and integral multiples thereof or equal to the remaining Incremental Amount), (or such lesser amount and/or multiples as may be agreed by the Borrowing Agent and the Administrative Agent). Each notice delivered pursuant to this Section 3.1 shall specify (Iii) the date (the “Increase Effective Date”) on which the Borrowers propose that the proposed such Incremental Term Loan Commitments, additional Domestic Revolving Credit Commitments shall be effective, and/or additional Multicurrency Revolving Credit Commitments are requested to become effective (which shall not be a date not less than ten (10) 10 Business Days nor more than 60 calendar days after the date of such notice) and (iii) in which the case of Incremental Term Loan Commitments, whether such notice is delivered Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). (b) Terex and each Incremental Term Lender, additional Domestic Revolving Credit Lender and/or additional Multicurrency Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Lender. Each Incremental Assumption Agreement in respect of Incremental Term Loan Commitments shall specify the terms of the Incremental Term Loans to be made thereunder; provided that, without the prior written consent of Lenders holding at least 51% in interest of the outstanding Loans and Commitments of any Class of Term Loans, (unless otherwise consented to i) if the initial yield on any Other Term Loans (as determined by the Administrative Agent in to be equal to the sum of (x) the Adjusted LIBOR margins on the Other Term Loans plus (y) if the Other Term Loans are initially made at a discount or the lenders making the same receive a fee (other than routine amendment fees) from Terex or any of its DMEAST #35945034 v12 47 discretionSubsidiaries for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (IIA) the total average life to maturity of such Other Term Loans or (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurocurrency Term Loans of any Class, then each Applicable Percentage for each adversely affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than (x) the final maturity date of any other Class of Term Loans and (y) if the initial yield (determined as provided above) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurocurrency Term Loans of any Class, the date falling six months after the final maturity date of each such adversely affected Class, and (iii) the average life to maturity of any Other Term Loans shall be no shorter than (x) the average life to maturity of any other Class of Term Loans and (y) if the initial yield (determined as provided above) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurocurrency Term Loans of any Class, six months longer than the average life to maturity of each such adversely affected Class. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments, additional Domestic Revolving Credit Commitments requested and/or additional Multicurrency Revolving Credit Commitments evidenced thereby and any increase to the Applicable Percentages required by the Borrowers foregoing provisions of this paragraph. Any such deemed amendment may be memorialized in writing by the Administrative Agent with Terex’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment, additional Domestic Revolving Credit Commitments or additional Multicurrency Revolving Credit Commitments shall become effective under this Section 2.27 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (IIIc) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Terex, and (ii) the identity of the banks, financial institutions and other entities to whom the Borrowers propose that any portion of such Incremental Commitments be allocated and the amounts of such allocations, which banks, financial institutions or other entities may or may not be existing Lenders but who Administrative Agent shall be Eligible Assignees. Any existing Lender approached to provide all or a portion have received (with sufficient copies for each of the Incremental Commitments may elect or declineTerm Lenders, in its sole discretion, to provide such Incremental Commitment. Any proposed new Lender shall enter into a joinder or other agreement in form additional Domestic Revolving Credit Lenders and/or additional Multicurrency Revolving Credit Lenders) closing certificates and substance documentation reasonably satisfactory to specified by the Administrative Agent and its counsel (such additional Eligible Assignees becoming Lenders and any existing Lenders providing an Incremental Commitment, collectively, the “Incremental Lenders”)Agent.