Common use of Incremental Revolving Commitments Clause in Contracts

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. (a) On At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), establish one or more increases in the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facility Amendment Effective Date Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of Incremental Revolving Commitments pursuant to this Section 2.21 shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (as defined belowor such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Commitments. Incremental Revolving Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and the Borrower Parties shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental Revolving Commitments), in each case, on terms permitted under this Section 2.21, or any Additional Lender; provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such Incremental Facility Amendment Revolving Commitments if such consent by the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Incremental Revolving Commitments shall constitute become effective pursuant to an amendment (each, an “Incremental Facility Amendment” pursuant ”) to section 2.08(fthis Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments (but without the consent of any other Lender) and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the Credit Agreementparties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments shall constitute additional “evidenced thereby. Upon each increase in Revolving Commitments” Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and any loans made pursuant without further act be deemed to the have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments shall constitute (each, an “Loans” under the Incremental Revolving Lender”) in respect of such increase, (i) each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Xxxxxx’s participations hereunder in outstanding Letters of Credit Agreement. (b) Unless otherwise set forth hereinand Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Revolving Commitments shall have Lender) will equal the same terms and conditions as those percentage of the aggregate Revolving Facility Commitments existing prior of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) the Administrative Agent may, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Xxxxxx’s Incremental Revolving Commitments, the percentage of the aggregate Revolving Facility Commitments held by each Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Amendment Effective Date under Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment (which may be accomplished, at the Credit Agreementdiscretion of the Administrative Agent following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing non-increasing Lenders to assign portions of their outstanding Loans to Incremental Revolving Lenders or (iii) by a combination of the foregoing). (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Any Incremental Revolving Commitments shall accrue be subject to the following terms and conditions (i) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of such Incremental Facility Amendment Effective DateRevolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the Borrower and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (ii), all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facility. (d) Upon The proceeds of any Incremental Revolving Commitments will be used for general corporate purposes (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and any other transaction not prohibited hereunder). (e) Notwithstanding the foregoing, no Incremental Facility Amendment Effective Dateshall become effective unless, each Incremental Facility Lender that is not a Lender under on the Credit Agreement immediately prior date of such effectiveness, the representations and warranties set forth in the Loan Documents are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date with the same effect as though made on and as of such date, except to the Incremental Facility Amendment Effective Date will extent such representations and warranties expressly relate to an earlier date (in which such case such representations and warranties shall be a Lender under the Credit Agreement for true and correct in all purposes material respects as of the Credit Agreementsuch earlier date).

Incremental Revolving Commitments. (a) On the terms and subject to the conditions set forth herein, effective as of the Incremental Facility Amendment Effective Date Closing Date, each Incremental Revolving Lender hereby agrees to provide Incremental Revolving Commitments in the amount set forth opposite its name on Schedule I hereto. (as defined below)b) The Incremental Revolving Commitments and the loans and other extensions of credit made thereunder shall have the same terms applicable to the Revolving Credit Commitments under the Credit Agreement immediately prior to giving effect to this Agreement and the Loans and other extensions of credit made thereunder, this respectively. From and after the Incremental Facility Amendment Closing Date, the Incremental Revolving Lenders shall constitute be a party to the Credit Agreement, have the 1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates. rights and obligations of a Lender thereunder and shall be an “Incremental Facility AmendmentRevolving Lender” pursuant to section 2.08(f) of the Credit Agreementand a “Lender”, the Incremental Revolving Commitments shall constitute additional “Revolving Credit Commitments” and any the loans made pursuant to thereunder shall constitute “Revolving Credit Loans” and “Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. Letters of Credit issued under the Incremental Revolving Commitments shall constitute “Loans” under be used solely to support payment and other obligations incurred in the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms ordinary course of business by Holdings and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreementits Subsidiaries. (c) From The Borrowers may request the making of Loans under the Incremental Revolving Commitments from time to time on or after the Incremental Facility Amendment Effective Closing Date until for general corporate purposes of the Maturity Group Members, including for the consummation of Permitted Acquisitions. (d) On the Incremental Facility Closing Date, all Loans shall be made in accordance with the aggregate Revolving Commitments pursuant to Section 2.20(c) of the Lenders Credit Agreement, each Revolving Credit Lender (other than Incremental Revolving Lenders, in their capacity as such) immediately prior to the increase in Revolving Credit Commitments provided by this Agreement will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender providing an Incremental Revolving Commitment, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations under the Credit Agreement in outstanding Letters of Credit such that, after giving effect to the Incremental Revolving Commitments. On Commitments and each such deemed assignment and assumption of participations, the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion percentage of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender aggregate outstanding participations under the Credit Agreement immediately prior to the in Letters of Credit held by each Revolving Credit Lender (including each Incremental Facility Amendment Effective Date Revolving Lender) will be a Lender under the equal such Revolving Credit Agreement for all purposes of the Credit AgreementLender’s Applicable Percentage.

Incremental Revolving Commitments. (a) On Subject to the terms and conditions set forth herein, each Incremental Facility Lender severally agrees to provide Incremental Revolving Commitments to the Borrower on the Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute in an “Incremental Facility Amendment” pursuant aggregate commitment amount equal to section 2.08(f) of the Credit Agreement, the its Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Commitment set forth opposite such Incremental Revolving Commitments shall constitute “Loans” under the Credit AgreementLender’s name on Schedule 1 hereto. (b) Unless otherwise set forth hereinThe Incremental Revolving Commitments shall take the form of an increase to the existing Aggregate Commitments, and the Incremental Revolving Commitments and the Incremental Revolving Loans shall have the same identical terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date existing Commitments and the existing Revolving Loans, respectively, under the Credit Agreement. (c) From The Incremental Revolving Commitments and the Incremental Facility Amendment Effective Date until the Maturity Date, all Revolving Loans shall be made in accordance with subject to the aggregate Revolving Commitments provisions of the Lenders after giving effect to Credit Agreement as amended hereby and the Incremental Revolving Commitmentsother Loan Documents. On the Business Day following the Incremental Facility Amendment Effective Date, subject to the terms and conditions set forth herein, for all outstanding ABR Advances purposes of the Loan Documents, (i) each Incremental Revolving Commitment shall constitute a “Commitment”, (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be reallocated among a “Lender” and shall have all of the Lenders in accordance with rights and shall perform all of the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts obligations of principal, interest, commitment fees and other amounts paid a Lender holding a Commitment or payable with respect thereto as shall be necessarya Revolving Loan, in each case, under the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective DateCredit Agreement (as amended by this Amendment). (d) Upon On the Incremental Facility Amendment Effective Date, subject to the satisfaction (or waiver) of the conditions in Section 4 hereof, (i) each Incremental Facility then-existing Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.Effective

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. (a) On At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), establish one or more increases in the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facility Amendment Effective Date Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of Incremental Revolving Commitments pursuant to this Section 2.21 shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (as defined belowor such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Commitments. Incremental Revolving Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and the Borrower Parties shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental Revolving Commitments), in each case, on terms permitted under this Section 2.21, or any Additional Lender; provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such Incremental Facility Amendment Revolving Commitments if such consent by the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Incremental Revolving Commitments shall constitute become effective pursuant to an amendment (each, an “Incremental Facility Amendment” pursuant ”) to section 2.08(fthis Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments (but without the consent of any other Lender) and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the Credit Agreementparties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments shall constitute additional “evidenced thereby. Upon each increase in Revolving Commitments” Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and any loans made pursuant without further act be deemed to the have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments shall constitute (each, an “Loans” under the Incremental Revolving Lender”) in respect of such increase, (i) each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit Agreement. (b) Unless otherwise set forth hereinand Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Revolving Commitments shall have Lender) will equal the same terms and conditions as those percentage of the aggregate Revolving Facility Commitments existing prior of all Lenders presented by such Lender’s Revolving Facility Commitment and (ii) the Administrative Agent may, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Revolving Commitments, the percentage of the aggregate Revolving Facility Commitments held by each Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Amendment Effective Date under Commitments of all Lenders presented by such Lender’s Revolving Facility Commitment (which may be accomplished, at the Credit Agreementdiscretion of the Administrative Agent following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing non-increasing Lenders to assign portions of their outstanding Loans to Incremental Revolving Lenders or (iii) by a combination of the foregoing). (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Any Incremental Revolving Commitments shall accrue be subject to the following terms and conditions (i) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of such Incremental Facility Amendment Effective DateRevolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the Borrower and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (ii), all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facility. (d) Upon The proceeds of any Incremental Revolving Commitments will be used for general corporate purposes (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and any other transaction not prohibited hereunder). (e) Notwithstanding the foregoing, no Incremental Facility Amendment Effective Dateshall become effective unless, each Incremental Facility Lender that is not a Lender under on the Credit Agreement immediately prior date of such effectiveness, the representations and warranties set forth in the Loan Documents are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date with the same effect as though made on and as of such date, except to the Incremental Facility Amendment Effective Date will extent such representations and warranties expressly relate to an earlier date (in which such case such representations and warranties shall be a Lender under the Credit Agreement for true and correct in all purposes material respects as of the Credit Agreementsuch earlier date).

Incremental Revolving Commitments. Any time after the Closing Date, the Borrower may, upon written notice to the Administrative Agent, increase the Aggregate Revolving Commitments hereunder as provided in this Section 2.01(d) (a) On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fRevolving Commitments”); provided that: (i) the aggregate principal amount of the Credit Agreement, all the Incremental Revolving Commitments established after the Closing Date will not exceed $500,000,000; (ii) no Default or Event of Default shall constitute additional “have occurred and be continuing or shall result after giving effect to any such Incremental Revolving Commitments” ; (iii) the conditions to the making of a Credit Extension under Section 5.02 shall be satisfied; (iv) the Borrower will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Revolving Lenders providing Incremental Revolving Commitments; (v) any loans made new Revolving Lender providing an Incremental Revolving Commitment must be reasonably acceptable to the Administrative Agent, each of the L/C Issuers, the Swingline Lender and the Borrower; (vi) Revolving Lenders providing Incremental Revolving Commitments pursuant to this Section 2.01(d) will provide a Revolving Lender Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent; (vii) additional Incremental Revolving Commitments will be in a minimum principal amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof; and (viii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment amounts and percentages. Any Revolving Loans made in connection with the Incremental Revolving Commitments established hereunder shall constitute “Loans” under have terms identical to the Revolving Loans existing on the Closing Date, except for fees payable to Revolving Lenders providing Incremental Revolving Commitments. In connection with the establishment of any Incremental Revolving Commitments, (A) none of CGMI, Barclays Capital, Credit Agreement. Suisse Securities (bUSA) Unless otherwise set forth hereinLLC, X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, RBS Securities Inc. and UBS AG, Stamford Branch, as the joint lead arrangers hereunder, shall have any obligation to arrange for or assist in arranging for any Incremental Revolving Commitments without their prior written approval and shall have the same terms and conditions be subject to such conditions, including fee arrangements, as those may be provided in connection therewith, (B) none of the Revolving Commitments existing prior Lenders, including Citibank and Barclays, shall have any obligation to the provide any Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of without their prior written approval and (C) Schedule 2.01(a) will be revised to reflect the Lenders Revolving Lenders, Loans, Revolving Commitments and Revolving Commitment Percentages after giving effect to the establishment of any Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. (a) On Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, each Incremental Revolving Lender agrees, severally and not jointly, to make available to the Company, during the Availability Period, Incremental Revolving Commitments in a principal amount equal to the Incremental Facility Revolving Commitment of such Incremental Revolving Lender set forth on Schedule I hereto. (b) The Incremental Revolving Commitments and the Incremental Revolving Loans and other extensions of credit made thereunder shall have the terms (after giving effect to this Agreement) applicable to, and shall form part of the same class as, the Revolving Credit Commitments in effect on the date hereof and the Revolving Credit Loans and other extensions of credit made thereunder, respectively. Effective as of the First Amendment Effective Date (as defined below), this the Incremental Facility Amendment Revolving Lenders shall constitute an be (or in the case of any existing Revolving Credit Lenders, shall continue to be) “Incremental Facility AmendmentRevolving Credit Lenders” pursuant to section 2.08(f) of the Credit Agreementand “Lenders”, the Incremental Revolving Commitments shall constitute additional be “Revolving Credit Commitments” and any the loans made pursuant to thereunder shall be “Revolving Credit Loans” and “Loans”, in each case for all purposes of the Amended Credit Agreement and the other Loan Documents. (c) The establishment of the Incremental Revolving Commitments shall constitute “Loans” be implemented pursuant to the procedures specified in Section 2.21(e) of the Credit Agreement and otherwise as set forth in the Credit Agreement. The Company and each Lender party hereto hereby authorize the Administrative Agent to (i) determine all amounts, percentages and other information with respect to, the Incremental Revolving Commitments as are necessary in the judgment of the Administrative Agent in order that each Revolving Credit Lxxxxx’s Revolving Credit Commitments reflect such Revolving Credit Lender’s ratable share of the Aggregate Revolving Credit Commitment on the First Amendment Effective Date after giving effect to this Agreement and (ii) enter and complete all such amounts, percentages and other information in the Register. The Administrative Agent’s determination and entry and completion shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Company under the Amended Credit Agreement, in each case, absent manifest error. (d) On and as of the First Amendment Effective Date and without any further action on the part of any L/C Issuer or any Revolving Credit Lender, all outstanding participations in outstanding Letters of Credit shall be canceled and each L/C Issuer shall grant to each Revolving Credit Lender under the Amended Credit Agreement (immediately after giving effect to this Agreement), and each such Revolving Credit Lender shall acquire from each L/C Issuer, a participation in each outstanding Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage under the Amended Credit Agreement (calculated immediately after giving effect to this Agreement) of the aggregate amount available to be drawn under such Letter of Credit. Such participations shall be governed by the terms of Section 2.03 of the Amended Credit Agreement. (be) Unless otherwise set forth herein, The proceeds of any Revolving Credit Loans borrowed on the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility First Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On Commitments may be used to pay fees and expenses in connection with this Amendment and the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances Amended Credit Agreement and for other general corporate purposes. (f) The transactions contemplated by this Section 2 shall be reallocated among the Lenders in accordance deemed to have occurred (i) concurrently with the Lenders’ respective revised Applicable Percentages transactions contemplated by Section 3 hereof and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect (ii) immediately prior to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. transactions contemplated by Section 4 hereof. (g) For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental any outstanding Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. Credit Borrowings (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under and as defined in the Credit Agreement immediately prior to the Incremental Facility effectiveness of this Agreement) shall remain outstanding following the First Amendment Effective Date will be a Lender under with the Credit Agreement for all purposes of the Credit Agreementsame interest period(s) currently applicable thereto.

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date.in (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. (a) On a. Each of the Incremental Facility Amendment Revolving Commitment Lenders that executes this Agreement hereby confirms, by its execution of this Agreement, its Incremental Revolving Commitment in an amount equal to such Lender’s Incremental Revolving Commitment set forth on Annex A attached hereto, and its obligation under the Credit Agreement, during the period from the Second Incremental Commitment Effective Date to the Revolving Commitment Termination Date, to make Revolving Loans pursuant to Section 2.1 of the Credit Agreement, to purchase participations in Letters of Credit pursuant to Section 2.3 of the Credit Agreement and to purchase participations in Swingline Loans pursuant to Section 2.2 of the Credit Agreement, in each case in accordance with and subject to the limitations set forth in the Credit Agreement. If the undersigned Incremental Revolving Commitment Lender is already a Lender under the Credit Agreement, such Lender acknowledges and agrees that such Incremental Revolving Commitment is in addition to any existing Revolving Commitment and/or Term Commitment of such Lender under the Credit Agreement. If the undersigned Lender is not already a Lender under the Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Lender will, as of the Second Incremental Commitment Effective Date (as defined in Section 4 below), this be a party to the Credit Agreement and be bound by the provisions of the Credit Agreement and, to the extent of its new Revolving Commitment, have the rights and obligations of a Lender thereunder. Each such Incremental Facility Amendment Revolving Commitment Lender further acknowledges and agrees that after giving effect to all such additional Revolving Commitments on the Second Incremental Commitment Effective Date, the aggregate Revolving Commitment of such Lender shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) be as set forth on Appendix A of the Credit Agreement, as amended by this Agreement. b. Upon giving effect to this Agreement and establishment of the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” in accordance with Section 2.19 of the Credit Agreement and any loans made pursuant to the hereto, each Incremental Revolving Commitments Commitment Lender shall constitute “Loans” automatically and without further act be deemed to have assumed a portion of the Revolving Lenders’ participations under the Credit Agreement. (b) Unless otherwise set forth hereinAgreement in outstanding Letters of Credit and Swingline Loans such that, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On Commitments and the Business Day following deemed assignments and assumptions of participations, the percentage of the aggregate outstanding (i) participations under the Credit Agreement in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Lender (including the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall Revolving Commitment Lenders) will be reallocated among the Lenders in accordance with the Lenders’ respective revised equal to such Revolving Lender’s Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood Percentage. c. The parties hereto acknowledge that commitment fees with respect to Borrower’s request for the Incremental Revolving Commitments shall accrue from described herein constitutes Borrower’s first request for an increase in the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior Aggregate Revolving Commitments pursuant to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes Section 2.19 of the Credit Agreement.

Incremental Revolving Commitments. (a) On The Company may from time to time notify the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) Administrative Agent that certain of the Credit Agreement, Lenders designated by the Company and/or that additional lenders shall be added to this Agreement as Incremental Lenders with Commitments for the purpose of increasing the existing Commitments (a “Revolving Commitment Increase”) by executing and delivering to the Administrative Agent an Incremental Revolving Loan Activation Notice signed by such Lenders or such additional lenders and specifying (i) the respective Incremental Revolving Commitments shall constitute additional “of such Incremental Lenders and (ii) the applicable Revolving Commitments” Commitment Increase Date, and otherwise duly completed; provided that, after giving effect to such Revolving Commitment Increase (including the incurrence of any loans made pursuant to the Incremental Revolving Loans on the applicable Revolving Commitment Increase Date and use of proceeds thereof), (x) no Default or Event of Default shall be continuing and (y) the aggregate amount of Commitments shall constitute “Loans” under the Credit Agreementnot exceed $2,000,000,000. (b) Unless otherwise set forth hereinEach Incremental Lender that is a signatory to an Incremental Revolving Loan Activation Notice severally agrees, on the terms and conditions of this Agreement, to make revolving credit loans (each, an “Incremental Revolving Loan”) to the Company and/or the applicable Subsidiary Borrowers from time to time on or after the Revolving Commitment Increase Date specified in such Incremental Revolving Loan Activation Notice in an aggregate principal amount outstanding at any time up to but not exceeding the amount of the Incremental Revolving Commitments shall have the same terms and conditions as those Commitment of the such Incremental Lender specified in such Incremental Revolving Commitments existing prior Loan Activation Notice, subject to the terms of this Agreement and the applicable Incremental Facility Amendment Effective Date under the Credit AgreementRevolving Loan Activation Notice. Nothing in this Section 2.21 shall be construed to obligate any Lender to execute an Incremental Revolving Loan Activation Notice. (c) From the Incremental Facility Amendment Effective Date until the Maturity On any Revolving Commitment Increase Date, all in the event any Loans are then outstanding, (i) each relevant Incremental Revolving Lender shall be made make available to the Administrative Agent such amounts in accordance with immediately available funds as the aggregate Revolving Commitments of the Lenders Administrative Agent shall determine are necessary in order to cause, after giving effect to such increased Commitments and the Incremental Revolving Commitments. On application of such amounts to prepay Loans of other relevant Lenders, the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall Loans to be reallocated among the held ratably by Lenders in accordance with their respective Commitments after giving effect to such increase and (ii) the Lenders’ respective revised Applicable Percentages Company and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as relevant Subsidiary Borrower shall be necessary, in the opinion of the Administrative Agent, in order deemed to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, have prepaid and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Datereborrowed all outstanding Loans. (d) Upon Notwithstanding the Incremental Facility Amendment Effective Dateterms of Section 10.1(a), each Incremental Facility Lender the Company and the Administrative Agent shall be entitled to enter into any amendments to this Agreement that is not a Lender the Administrative Agent believes are necessary to appropriately include, or provide for the integration of, any Revolving Commitment Increase under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit this Agreement.

Incremental Revolving Commitments. (a) On At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facility Amendment Effective Date Revolving Facilities shall not exceed $100.0 million. Each establishment of Incremental Revolving Commitments pursuant to this Section 2.21 shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (as defined belowor such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Commitments. Incremental Revolving Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide any Incremental Revolving Commitments), in each case, on terms permitted under this Section 2.21 or any Additional Lender; provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such Incremental Facility Amendment Revolving Commitments if such consent by the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Incremental Revolving Commitments shall constitute become effective pursuant to an amendment (each, an “Incremental Facility Amendment” pursuant ”) to section 2.08(f) this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the Credit Agreementparties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments shall constitute additional “evidenced thereby. Upon each increase in Revolving Commitments” Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and any loans made pursuant without further act be deemed to the have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments shall constitute (each, an “Loans” under the Incremental Revolving Lender”) in respect of such increase, (i) each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Agreement. (b) Unless otherwise set forth hereinLender’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 (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Revolving Commitments shall have Lender) will equal the same terms and conditions as those percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Lender’s Revolving Facility Commitment and (ii) the Administrative Agent may, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Revolving Commitments, the percentage of the aggregate Revolving Commitments existing prior held by each Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Lender’s Revolving Facility Commitment (which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing non-increasing Lenders to assign portions of their outstanding Loans to Incremental Facility Amendment Effective Date under Revolving Lenders or (iii) by a combination of the Credit Agreementforegoing). (c) From Any Incremental Revolving Commitments will (i) rank pari passu in right of payment with the Obligations, (ii) be secured by the Collateral on a pari passu basis with the Obligations, (iii) be on terms and pursuant to documentation applicable to the Revolving Facility Commitments; provided that the Applicable Margin and Applicable Commitment Fee, in each case, applicable to the Revolving Facility Commitments and the Revolving Loans may be increased, without the consent of any Lender, in connection with the incurrence of any Incremental Revolving Commitments such that the Applicable Margin and the Applicable Commitment Fee of the Revolving Facility Amendment Effective Date until the Maturity DateCommitments are identical to those of any Incremental Revolving Commitments; provided, all Loans further, that any arrangement or similar fees for such Incremental Revolving Commitments shall be made in accordance with as determined by the aggregate Revolving Commitments of Borrower and the Lenders after giving effect to the lenders providing such Incremental Revolving Commitments. On Without the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion prior written consent of the Administrative AgentRequired Lenders, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration final maturity date of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from be no earlier than the Incremental Facility Amendment Effective Latest Maturity Date. (d) Upon Notwithstanding the foregoing, no Incremental Facility Amendment Effective Dateshall become effective unless, each on the date of such effectiveness (each, an “Incremental Facility Lender that is not a Lender under Closing Date”), (i) the Credit Agreement immediately prior representations and warranties set forth in the Loan Documents are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which such case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) at the time of and immediately after such effectiveness, no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Incremental Facility Amendment Effective Date will be Revolving Commitments and (iii) the Borrower is in compliance with the Financial Performance Covenant on a Lender under the Credit Agreement for all purposes of the Credit AgreementPro Forma Basis assuming such Incremental Revolving Commitments were fully drawn.

Incremental Revolving Commitments. (a) On Each Incremental Lender party hereto hereby commits to provide its respective Incremental Revolving Commitment as set forth on Schedule 1 annexed hereto, on the terms and subject to the conditions set forth below (provided, that without limitation, the availability of Credit Extensions pursuant to such Incremental Facility Amendment Effective Revolving Commitments shall be subject to the occurrence of the Specified Acquisition Closing Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement). (b) Unless otherwise set forth hereinOn the Specified Acquisition Closing Date, (i) each of the existing Lenders shall assign to each of the Incremental Revolving Commitments shall have the same terms Lenders, and conditions as those each of the Revolving Commitments Incremental Lenders shall purchase from each of such existing prior to Lenders, at the Incremental Facility Amendment Effective principal amount thereof, such interests in the outstanding Loans and participations in Letters of Credit and Swingline Loans outstanding on the Specified Acquisition Closing Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Datethat will result in, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit and Swingline Loans being held by such existing Lenders and the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time ratably in accordance with their Revolving Commitments at such time. For after giving effect to the avoidance addition of doubtthe Incremental Revolving Commitments hereby; (ii) each Incremental Revolving Commitment shall be deemed, it is understood that commitment fees for all purposes, a Revolving Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to the Incremental Revolving Commitments and all matters relating thereto. (c) Each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder and based on such documents and information as it shall accrue from deem appropriate at the Incremental Facility Amendment Effective Datetime, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) Upon Any borrowings under the Revolving Facility (including pursuant to the Incremental Revolving Commitments, subject to the occurrence of the Specified Acquisition Closing Date) from and after the Initial Effective Date shall be used by the Borrower to (i) finance the consummation of the acquisition and transactions contemplated by the Specified Asset Purchase Agreement (as defined below) in accordance with and subject to the terms of the Credit Agreement, (ii) pay fees, commissions and expenses incurred in connection with the delivery and execution of the Credit Documents, the borrowings under the Revolving Facility Amendment Effective Dateon the Specified Acquisition Closing Date and borrowings and other extensions of credit under the Revolving Facility (collectively, the “Transactions”) and (iii) fund ongoing working capital and for other general corporate purposes (including permitted acquisitions and capital expenditures) of the Borrower and its subsidiaries. (e) For each Incremental Facility Lender that is a Foreign Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Incremental Lender may be required to deliver to the Administrative Agent pursuant to subsection 3.15 of the Credit Agreement. (f) Notwithstanding anything to the contrary in the Credit Agreement or any other Credit Documents, prior to the earlier of (x) the Specified Acquisition Closing Date and (y) the date on which the Incremental Revolving Commitments are terminated pursuant to Section 6(i) hereof, the Borrower shall not a pay to the Administrative Agent, for the ratable benefit of the Incremental Revolving Lenders, Commitment Fees on the average daily unused amount of the Incremental Revolving Commitments. The Borrower instead agrees to pay to the Administrative Agent for the account of each Incremental Lender (including, but without duplication, any affiliate of the Administrative Agent that is an Incremental Lender), ticking fees (the “Ticking Fees”) in an amount equal to the percentage set forth in the grid below (determined in accordance with the definition of “Applicable Margin” in the Credit Agreement) on the excess of (x) such Incremental Lender’s Amended Commitment (as defined below) over (y) its Revolving Commitment under the Credit Agreement immediately prior to the Initial Effective Date, accruing from and including the Initial Effective Date, until the earlier of (A) the Specified Acquisition Closing Date and (B) the date that the Incremental Facility Amendment Effective Revolving Commitments terminate without the Specified Acquisition Closing Date will having occurred pursuant to Section 6(i) hereof (calculated on the basis of the actual number of days elapsed in a 360-day year); provided that if the Specified Acquisition Closing Date does not occur on or before September 30, 2020, the Ticking Fees after September 30, 2020, shall be a Lender in an amount equal to 0.50% on the excess of (x) such Incremental Lender’s Amended Commitment (as defined below) over (y) its Revolving Commitment under the Credit Agreement for all purposes of immediately prior to the Credit Agreement.Initial Effective Date. The

Incremental Revolving Commitments. (a) On The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving ​ ​ ​ Availability Period, the establishment of Incremental Facility Amendment Effective Date Revolving Commitments, provided that (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fi) the aggregate amount of the Credit Agreement, all the Incremental Revolving Commitments shall constitute additional “not exceed $100,000,000 and (ii) each Incremental Revolving Commitments” and any loans made pursuant to Commitment shall be in integral multiples of $5,000,000. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments shall constitute “Loans” under be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Credit AgreementAdministrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (y) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and each Issuing Bank and the Swingline Lender). (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same The terms and conditions as 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 existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreementand Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans. (c) From the The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Amendment Effective Date until Agreements executed and delivered by the Maturity DateBorrower, all Loans shall be made in accordance with the aggregate each Incremental Revolving Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the Lenders date of effectiveness thereof, both immediately prior to and immediately after giving effect to the such Incremental Revolving Commitments. On Commitments and the Business Day following making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) on the Incremental Facility Amendment Effective Datedate of effectiveness thereof, all outstanding ABR Advances the representations and warranties of each Loan Party set forth in the Loan Documents shall be reallocated among 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 be so true and correct on and as of such prior date, (iii) after giving effect to such Incremental Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all Incremental Revolving Commitments are fully drawn, (A) the Net Leverage Ratio, calculated at the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)), both on an actual basis and on a pro forma basis in accordance with Section 1.04(b), shall not exceed the Lenders’ respective revised Applicable Percentages Maximum Permitted Net Leverage Ratio then in effect minus 0.25 to 1.00 and (B) the Borrower shall be in compliance with the financial covenants set forth in Sections 6.12 and 6.13 at the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)), calculated on both an actual basis and on a pro forma basis in accordance with Section 1.04(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such ​ ​ ​ Incremental Revolving Commitments and the Lenders related transactions under this Section and (v) the Borrower shall make adjustments among themselves, and payments to each other as needed, with respect have delivered to the Advances then outstanding and amounts of principalAdministrative Agent such legal opinions, interestboard resolutions, commitment fees secretary’s certificates, officer’s certificates and other amounts paid or payable with respect thereto documents as shall reasonably be necessaryrequested 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. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving Lender shall be deemed to be a “Lender” (and a Lender in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration respect of the applicable Interest Period Revolving Commitments and the Revolving Loans) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in effect at the time respect of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued Revolving Commitments and the Revolving Loans) hereunder and shall be reallocatedbound by all agreements, acknowledgements and any other obligations of Lenders (or Lenders in respect of the Revolving Commitments and the Revolving Loans) hereunder and under the other Loan Documents, (ii) such Eurodollar Advances being converted to ABR Advances Incremental Revolving Commitment shall constitute (or, in the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Revolving Lender and (iii) the aggregate amount of the Revolving Commitments shall be converted and allocatedincreased by the amount of such Incremental Revolving Commitment, among in each case, subject to further increase or reduction from time to time as set forth in the Lenders at such time in accordance with their definition of the term “Revolving Commitments at such timeCommitment”. For the avoidance of doubt, it is understood that commitment fees with respect to upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Commitments Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall accrue from the Incremental Facility Amendment Effective Dateautomatically be adjusted to give effect thereto. (de) Upon On the date of effectiveness of any Incremental Facility Amendment Effective DateRevolving Commitments, each Revolving Lender shall assign to each Incremental Facility Revolving Lender that is not a holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender under shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit Agreement immediately prior outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Facility Amendment Effective Date will be a Lender under Revolving Commitment. (f) [Intentionally Omitted] (g) The Administrative Agent shall notify the Credit Agreement for all purposes Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.21(a) and of the Credit Agreementeffectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.21(e).

Incremental Revolving Commitments. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Borrower, the Guarantors, the 2019 Incremental Revolving Lenders and Agent hereby agree as follows: (a) On The Borrower is requesting 2019 Incremental Revolving Commitments in the aggregate principal amount of $45,000,000 from the 2019 Incremental Facility Revolving Lenders pursuant to, and on the terms set forth in, Section 2.19 of the Credit Agreement, effective on the Second Incremental Amendment Effective Date (as defined below), this . The full principal amount of such 2019 Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fRevolving Commitments are being incurred initially in reliance on clause (i)(x) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” first proviso of Section 2.19(a) under the Credit Agreement. (b) Unless otherwise set forth hereinEach 2019 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its 2019 Incremental Revolving Commitments shall have as a Revolving Commitment Increase under the same terms Amended Credit Agreement commencing on the Second Incremental Amendment Date in an amount equal to such 2019 Incremental Revolving Lender’s 2019 Incremental Revolving Commitments as set forth on Schedule 2.01 hereto, and conditions as those to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to time on and after the Second Incremental Amendment Date until the earlier of the Revolving Commitments existing prior Maturity Date and the termination of the Revolving Commitment of such Revolving Lender in accordance with the terms of the Amended Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed such 2019 Incremental Revolving Lender’s Revolving Commitment. With effect from and after the Second Incremental Amendment Date, after giving effect to the Revolving Commitment Increase pursuant to the 2019 Incremental Facility Revolving Commitments, (x) each Revolving Lender (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of the Second Incremental Amendment Effective Date (“Existing Revolving Loans”), shall assign to each 2019 Incremental Revolving Lender, and each 2019 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding on the Second Incremental Amendment Date as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made on the Second Incremental Amendment Date, such Existing Revolving Loans will be held by Existing Revolving Lenders and 2019 Incremental Revolving Lenders having a 2019 Incremental Revolving Commitment ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2019 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2019 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consents to each 2019 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit Agreement. (c) From The obligations of each 2019 Incremental Revolving Lender to provide the 2019 Incremental Facility Amendment Effective Date Revolving Commitments to the Borrower pursuant to this Section 2 shall not become effective until the Maturity date on which each of the following conditions (the “Second Incremental Amendment Conditions”) in this Section 2(c) is first satisfied (the date of such satisfaction being the “Second Incremental Amendment Date”) (provided that the Second Incremental Amendment Date shall not be deemed to occur, and no 2019 Incremental Revolving Lender shall be obligated to provide the 2019 Incremental Revolving Commitments, if the Second Incremental Amendment Conditions are not satisfied on or prior to the date that is 30 calendar days after the date hereof): (i) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Second Incremental Amendment Date, (x) each of the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all Loans shall be made other Loan Documents are true and correct in accordance all material respects on and as of the Second Incremental Amendment Date with the aggregate Revolving Commitments same effect as though made on and as of the Lenders Second Incremental Amendment Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) on and as of such earlier date with the same effect as though made on and as of the Second Incremental Amendment Date or such earlier date, as applicable and (y) after giving effect to the Revolving Commitment Increase contemplated hereby, no Event of Default exists or would result from the incurrence of the 2019 Incremental Revolving Commitments. On Commitments contemplated by this Amendment; (ii) Holdings and the Business Day following Borrower shall have paid on or prior to the Second Incremental Facility Amendment Effective DateDate to the Administrative Agent and the 2019 Incremental Revolving Lenders, as applicable, all outstanding ABR Advances expenses payable in connection with this Amendment, in each case, to the extent invoiced at least three Business Days prior to the Second Incremental Amendment Date (except as otherwise reasonably agreed by the Borrower); (iii) the Administrative Agent shall be reallocated among have received, on behalf of itself, the Lenders in accordance with the Lenders’ respective revised Applicable Percentages Collateral Agent and the Lenders shall make adjustments among themselves2019 Incremental Revolving Lenders, an opinion of (x) Ropes & Xxxx LLP, counsel for the Loan Parties and payments (y) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agent), in each other as neededcase, with respect to the Advances then outstanding Amendment and amounts of principal, interest, commitment fees dated on or after the Effective Date and other amounts paid on or payable with respect thereto as shall be necessary, in prior to the opinion of Second Incremental Amendment Date and addressed to the Administrative Agent, the Collateral Agent and the 2019 Incremental Revolving Lenders and in order customary form and substance (it being understood that, without limitation, any such opinions in form and substance consistent with the corresponding opinions provided in connection with the First Incremental Amendment shall be deemed to effect such reallocation. Eurodollar Advances be in customary form and substance); (iv) the Administrative Agent shall not be reallocated among have received (x) a certificate as to the Lenders until good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the expiration Second Incremental Amendment Date certifying (A) that attached thereto is a copy of the applicable Interest Period certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since delivery thereof to the Administrative Agent on the Closing Date or the First Incremental Amendment Date, as applicable, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect at on the time Second Incremental Amendment Date (or that the by-laws or operating (or limited liability company) agreement of such Loan Party has not been amended or otherwise modified since the delivery of such documents to the Administrative Agent on the Closing Date or the First Incremental Amendment Date, as applicable), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing or ratifying the execution, delivery and performance of the Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2019 Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocatedRevolving Commitments and the Revolving Loans thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Eurodollar Advances being converted Loan Party and (z) a certificate of another officer as to ABR Advances the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above; (v) the Administrative Agent shall be converted have received Notes executed by the Borrower in favor of each 2019 Incremental Revolving Lender that has requested a Note at least ten Business Days in advance of the Second Incremental Amendment Date; (vi) the Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower; (vii) the Administrative Agent shall have received all documentation and allocatedother information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, among including the Lenders USA PATRIOT Act, that has been reasonably requested in writing at such time in accordance least three days prior to the Second Incremental Amendment Date; (viii) the Borrower shall have issued senior unsecured notes, the net proceeds of which are applied, directly or indirectly, to discharge its outstanding obligations under the 2021 Unsecured Notes and the 2021 Unsecured Notes Indenture; and (ix) any interest with their respect to any Existing Revolving Loans and Commitment Fees with respect to any Existing Revolving Commitments that have accrued and are owing to the Existing Revolving Lenders (in each case, even if not yet due and payable at such time. For ) as of the avoidance of doubt, it is understood that commitment fees with respect calendar day prior to the Second Incremental Amendment Date shall have been paid to the Administrative Agent on behalf of the Existing Revolving Commitments Lenders; provided that, without limitation, the Second Incremental Amendment Date shall accrue from be deemed to be the date that the certificate set forth in clause (i) above is delivered to the Administrative Agent if as of the date such certificate is delivered each of the Second Incremental Facility Amendment Effective DateConditions (other than clause (i) above) has been satisfied. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under Section 1.01 of the Credit Agreement immediately prior to is hereby amended by adding the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.following defined terms in correct alphabetical order:

Incremental Revolving Commitments. (a) On The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Availability Period, the establishment of Incremental Revolving Commitments, provided that (i) the aggregate amount of all the Incremental Facility Revolving Commitments from and after the Second Amendment Effective Date shall not exceed $1200,000,000 and (as defined below), this ii) each Incremental Facility Amendment Revolving Commitment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fbe in integral multiples of $5,000,000. Each such notice shall specify (A) of the Credit Agreement, date on which the Borrower proposes that the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and any loans made pursuant to (B) the amount of the Incremental Revolving Commitments shall constitute “Loans” under being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (y) any Person that the Credit AgreementBorrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and each Issuing Bank and the Swingline Lender). (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same The terms and conditions as 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 existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreementand Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans. (c) From the The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Amendment Effective Date until Agreements executed and delivered by the Maturity DateBorrower, all Loans shall be made in accordance with the aggregate each Incremental Revolving Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the Lenders date of effectiveness thereof, both immediately prior to and immediately after giving effect to the such Incremental Revolving Commitments. On Commitments and the Business Day following making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) on the Incremental Facility Amendment Effective Datedate of effectiveness thereof, all outstanding ABR Advances the representations and warranties of each Loan Party set forth in the Loan Documents shall be reallocated among 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 be so true and correct on and as of such prior date, (iii) after giving effect to such Incremental Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all Incremental Revolving Commitments are fully drawn, (A) the Net Senior Secured Leverage Ratio, calculated at the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)), both on an actual basis and on a pro forma basis in accordance with Section 1.04(b), shall not exceed the Lenders’ respective revised Applicable Percentages Maximum Permitted Net Senior Secured Leverage Ratio then in effect minus 0.25 to 1.00 and (B) the Borrower shall be in compliance with the financial covenants set forth in Sections 6.12 and 6.13 at the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)), calculated on both an actual basis and on a pro forma basis in accordance with Section 1.04(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Revolving Commitments and the Lenders related transactions under this Section and (v) the Borrower shall make adjustments among themselves, and payments to each other as needed, with respect have delivered to the Advances then outstanding and amounts of principalAdministrative Agent such legal opinions, interestboard resolutions, commitment fees secretary’s certificates, officer’s certificates and other amounts paid or payable with respect thereto documents as shall reasonably be necessaryrequested 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. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving Lender shall be deemed to be a “Lender” (and a Lender in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration respect of the applicable Interest Period Revolving Commitments and the Revolving Loans) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in effect at the time respect of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued Revolving Commitments and the Revolving Loans) hereunder and shall be reallocatedbound by all agreements, acknowledgements and any other obligations of Lenders (or Lenders in respect of the Revolving Commitments and the Revolving Loans) hereunder and under the other Loan Documents, (ii) such Eurodollar Advances being converted to ABR Advances Incremental Revolving Commitment shall constitute (or, in the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Revolving Lender and (iii) the aggregate amount of the Revolving Commitments shall be converted and allocatedincreased by the amount of such Incremental Revolving Commitment, among in each case, subject to further increase or reduction from time to time as set forth in the Lenders at such time in accordance with their definition of the term “Revolving Commitments at such timeCommitment”. For the avoidance of doubt, it is understood that commitment fees with respect to upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Commitments Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall accrue from the Incremental Facility Amendment Effective Dateautomatically be adjusted to give effect thereto. (de) Upon On the date of effectiveness of any Incremental Facility Amendment Effective DateRevolving Commitments, each Revolving Lender shall assign to each Incremental Facility Revolving Lender that is not a holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender under shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit Agreement immediately prior outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Facility Amendment Effective Date will be a Lender under Revolving Commitment. (f) [Intentionally Omitted] (g) The Administrative Agent shall notify the Credit Agreement for all purposes Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.21(a) and of the Credit Agreementeffectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.21(e).

Incremental Revolving Commitments. (a) On The Company may at any time after the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances by notice to the the Joint Collateral Agents (whereupon the Joint Collateral Agents shall be reallocated among the Lenders in accordance with promptly deliver a copy to each of the Lenders’ respective revised Applicable Percentages and ) request commitments for an additional tranche of revolving loans (the Lenders shall make adjustments among themselves“Incremental Revolving Facility”; the loans thereunder, and payments to each other as neededthe “Incremental Revolving Loans”), with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist. The Incremental Revolving Facility will be subject to a separate borrowing base consisting of Accounts that constitute Collateral and that are excluded from the definition of Eligible Accounts solely pursuant to clause (n) thereof (and any proceeds thereof) (the “Incremental Facility Collateral”). As a condition to the implementation of any such Incremental Revolving Facility, the Company shall have established procedures satisfactory to the Joint Collateral Agents for the segregation of proceeds of any such Incremental Facility Collateral and all such Incremental Facility Collateral shall be subject to invoices containing payment instructions satisfactory to the Joint Collateral Agents. The aggregate amount of the commitments under the Incremental Revolving Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, not exceed $25,000,000. The Incremental Revolving Loans shall (a) rank (i) first in right of payment and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees collateral security with respect to the Incremental Facility Collateral and (ii) last in right of payment and of collateral security with regards to all other Collateral, (b) not mature earlier than the date that is third anniversary of the Effective Date and (c) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Loans (except the Incremental Revolving Commitments Loans shall accrue from be last in right of payment with respect to any mandatory or voluntary prepayments other than mandatory or voluntary prepayments with the proceeds of the Incremental Facility Amendment Effective Date. (d) Upon Collateral or mandatory prepayments of the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior Revolving Loans due to insufficient availability related to the Incremental Facility Amendment Effective Date will Collateral, with respect to which the Incremental Revolving Loans shall rank first in right of payment), provided that (i) the terms and conditions applicable to the Incremental Revolving Loans may be a Lender materially different than those of the Loans to the extent such differences are reasonably acceptable to the Joint Collateral Agents and (ii) the interest rates applicable to the Incremental Revolving Loans shall be determined by the Company and lenders thereof. Any notice from the Company pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the Incremental Revolving Loans. The commitments under the Credit Incremental Revolving Facility may be provided by any existing Lender or Affiliate thereof or by any other bank or other financial institution (each being called an “Additional Lender”), provided that the Joint Collateral Agents and the Company shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such commitments if such consent would be required under Section 9.04(b) for an assignment of obligations to such Lender or Additional Lender. Commitments in respect of Incremental Revolving Loans shall become Commitments under this Agreement pursuant to an amendment (the “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the other Loan Parties party hereto, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Joint Collateral Agents. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Joint Collateral Agents, to effect the provisions of this Section 2.22. The effectiveness of the Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to the date of a credit extension in such Section 4.02 shall be deemed to refer to the effective date of the Incremental Amendment) and such other conditions as the parties thereto shall agree (including delivery of legal opinions and customary closing documents, amendments to Collateral Documents and other conditions reasonably requested by the Joint Collateral Agents, in each case on terms no more onerous than those set forth in Section 4.01 or Section 5.14, as applicable). The Company will use the proceeds of the Incremental Revolving Loans for all working capital and general corporate purposes of the Credit AgreementCompany and its Subsidiaries. No Lender shall be obligated to provide any commitments under the Incremental Revolving Facility unless it so agrees. The Joint Collateral Agents and the Lenders hereby agree that the minimum borrowing and pro rata borrowing requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section. This Section 2.22 shall supersede any provisions of Section 2.18(e) or 9.02 to the contrary.

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant Pursuant to section 2.08(f) Section 2.16 of the Credit Agreement, each 2022 Incremental Revolving Lender, severally and not jointly, agrees on the Second Amendment Effective Date, upon the satisfaction or waiver of the conditions in Section 7 of this Second Amendment, to establish 2022 Incremental Revolving Commitments shall constitute additional “in a principal amount not to exceed its respective 2022 Incremental Revolving Commitments” Commitment, in accordance with this Second Amendment and any loans made pursuant to the Credit Agreement. The aggregate amount of the 2022 Incremental Revolving Commitments on the Second Amendment Effective Date is $15,000,000. (b) The 2022 Incremental Revolving Commitments shall constitute “LoansRevolving Commitments” for all purposes under the Credit Agreement. (b) Unless otherwise set forth herein, Agreement and the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreementother Loan Documents. (c) From If and when 2022 Incremental Revolving Loans are incurred under the 2022 Incremental Facility Amendment Effective Date until Revolving Commitment, such 2022 Incremental Revolving Loans (i) shall be treated and deemed to constitute the Maturity Datesame Class as the Revolving Loans for all purposes of the Credit Agreement and each other Loan Document, all (ii) the terms and provisions of the 2022 Incremental Revolving Loans shall be made in accordance with the aggregate Revolving Commitments identical to those of the Lenders after giving effect to existing Class of Revolving Loans outstanding on the date hereof as set forth in the Existing Credit Agreement, including, without limitation, Section 2.10 of the Credit Agreement and the Applicable Rate and (iii) the 2022 Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, Loans shall (and all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments Revolving Loans incurred pursuant to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the 2022 Incremental Revolving Commitments shall accrue from shall) rank pari passu in right of payment and of security with the Incremental Facility Amendment Effective Dateexisting Revolving Commitments and Revolving Loans. (d) Upon the Incremental Facility Second Amendment Effective Date, each the Administrative Agent, the Borrowers, the 2022 Incremental Facility Lender that is not a Lender under Revolving Lenders and the other Revolving Lenders shall take the actions and make the adjustments, reductions, repayments and reallocations (as applicable) contemplated by Section 2.16(i) of the Credit Agreement immediately prior and the Revolving Commitments portion of Schedule 2.01 to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes shall be revised and replaced with Schedule 2.01 attached to this Second Amendment. (e) The 2022 Incremental Revolving Lenders, the Administrative Agent and the Loan Parties party hereto agree that this Second Amendment shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.16 of the Credit Agreement (f) The 2022 Incremental Revolving Lenders, the Administrative Agent and the Loan Parties party hereto agree that the 2022 Incremental Revolving Facility and the 2022 Incremental Revolving Loans shall constitute an “Incremental Revolving Facility” and “Incremental Revolving Loans,” respectively, pursuant to and in accordance with Section 2.16 of the Credit Agreement.

Incremental Revolving Commitments. (a) On Each of the Incremental Facility Amendment Revolving Commitment Lenders that executes this Agreement hereby confirms, by its execution of this Agreement, its Incremental Revolving Commitment in an amount equal to such Lender’s Incremental Revolving Commitment set forth on Annex A attached hereto, and its obligation under the Credit Agreement, during the period from the Third Incremental Commitment Effective Date to the Revolving Commitment Termination Date, to make Revolving Loans pursuant to Section 2.1 of the Credit Agreement, to purchase participations in Letters of Credit pursuant to Section 2.3 of the Credit Agreement and to purchase participations in Swingline Loans pursuant to Section 2.2 of the Credit Agreement, in each case in accordance with and subject to the limitations set forth in the Credit Agreement. If the undersigned Incremental Revolving Commitment Lender is already a Lender under the Credit Agreement, such Lender acknowledges and agrees that such Incremental Revolving Commitment is in addition to any existing Revolving Commitment and/or Term Commitment of such Lender under the Credit Agreement. If the undersigned Lender is not already a Lender under the Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Lender will, as of the Third Incremental Commitment Effective Date (as defined in Section 4 below), this be a party to the Credit Agreement and be bound by the provisions of the Credit Agreement and, to the extent of its new Revolving Commitment, have the rights and obligations of a Lender thereunder. Each such Incremental Facility Amendment Revolving Commitment Lender further acknowledges and agrees that after giving effect to all such additional Revolving Commitments on the Third Incremental Commitment Effective Date, the aggregate Revolving Commitment of such Lender shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) be as set forth on Appendix A of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit as amended by this Agreement. (b) Unless otherwise set forth herein, Upon giving effect to this Agreement and establishment of the Incremental Revolving Commitments in accordance with Section 2.19 of the Credit Agreement and pursuant hereto, each Incremental Revolving Commitment Lender shall automatically and without further act be deemed to have the same terms and conditions as those assumed a portion of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date Lenders’ participations under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity DateAgreement in outstanding Letters of Credit and Swingline Loans such that, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On Commitments and the Business Day following deemed assignments and assumptions of participations, the percentage of the aggregate outstanding (i) participations under the Credit Agreement in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Lender (including the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall Revolving Commitment Lenders) will be reallocated among the Lenders in accordance with the Lenders’ respective revised equal to such Revolving Lender’s Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood Percentage. (c) The parties hereto acknowledge that commitment fees with respect to Borrower’s request for the Incremental Revolving Commitments shall accrue from described herein constitutes Borrower’s first request for an increase in the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior Aggregate Revolving Commitments pursuant to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes Section 2.19 of the Credit Agreement.

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date SunTrust will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. (a) On the Incremental Facility terms and subject to the conditions set forth herein, effective as of the Amendment Effective Date (as defined belowwhich date shall constitute the Incremental Facility Closing Date for the Incremental Revolving Commitments granted under this Section 2), this each Incremental Facility Revolving Lender hereby agrees to provide Incremental Revolving Commitments in the amount set forth opposite its name on Schedule I hereto. (b) The Incremental Revolving Commitments and the loans and other extensions of credit made thereunder shall have the same terms applicable to the US Tranche Revolving Credit Commitments under the Credit Agreement and the existing Loans and other extensions of credit made thereunder, respectively, immediately prior to giving effect to the establishment of the Incremental Revolving Commitments hereunder, subject to the amendments contemplated by Section 3 hereof. From and after the Amendment Effective Date, the Incremental Revolving Lenders shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit AgreementLenders”, the Incremental Revolving Commitments shall constitute additional “US Tranche Revolving Credit Commitments” and any “Revolving Credit Commitments” and the loans made pursuant to the Incremental Revolving Commitments thereunder shall constitute “US Tranche Revolving Credit Loans” under and “Revolving Credit Loans”, in each case for all purposes of the Credit Agreement. (b) Unless otherwise set forth herein, Agreement and the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreementother Loan Documents. (c) From US Borrowers may request the making of Loans under the Incremental Facility Revolving Commitments from time to time on or after the Amendment Effective Date until for general corporate and working capital purposes of the Maturity Group Members. (d) On the Amendment Effective Date, all Loans shall be made in accordance with the aggregate Revolving Commitments pursuant to Section 2.23(c) of the Credit Agreement, (i) each Lender (other than Incremental Revolving Lenders in their capacity as such) immediately prior to the increase in Revolving Credit Commitments provided by this Amendment will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender providing an Incremental Revolving Commitment, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations under the Credit Agreement in outstanding Letters of Credit such that, after giving effect to the Incremental Revolving Commitments. On Commitments and each such deemed assignment and assumption of participations, the Business Day following percentage of the aggregate outstanding participations under the Credit Agreement in Letters of Credit held by each Lender (including the Incremental Facility Revolving Lenders) will equal such Lender’s US Tranche Percentage, and (ii) if, on the Amendment Effective Date, all outstanding ABR Advances there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall be reallocated among on the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall Date be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue prepaid from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender proceeds of additional Loans made under the Credit Agreement immediately prior to (reflecting the Incremental Facility Amendment Effective Date will Revolving Commitments), which prepayment shall be a accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender under the Credit Agreement for all purposes in accordance with Section 2.18 of the Credit Agreement. The minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Credit Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Revolving Commitments. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Borrower, the Guarantors, the 2019 Incremental Revolving Lenders and Agent hereby agree as follows: (a) On The Borrower is requesting 2019 Incremental Revolving Commitments in the aggregate principal amount of $45,000,000 from the 2019 Incremental Facility Revolving Lenders pursuant to, and on the terms set forth in, Section 2.19 of the Credit Agreement, effective on the Second Incremental Amendment Effective Date (as defined below), this . The full principal amount of such 2019 Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fRevolving Commitments are being incurred initially in reliance on clause (i)(x) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” first proviso of Section 2.19(a) under the Credit Agreement. (b) Unless otherwise set forth hereinEach 2019 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its 2019 Incremental Revolving Commitments shall have as a Revolving Commitment Increase under the same terms Amended Credit Agreement commencing on the Second Incremental Amendment Date in an amount equal to such 2019 Incremental Revolving Lender’s 2019 Incremental Revolving Commitments as set forth on Schedule 2.01 hereto, and conditions as those to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to time on and after the Second Incremental Amendment Date until the earlier of the Revolving Commitments existing prior Maturity Date and the termination of the Revolving Commitment of such Revolving Lender in accordance with the terms of the Amended Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed such 2019 Incremental Revolving Lender’s Revolving Commitment. With effect from and after the Second Incremental Amendment Date, after giving effect to the Revolving Commitment Increase pursuant to the 2019 Incremental Facility Revolving Commitments, (x) each Revolving Lender (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of the Second Incremental Amendment Effective Date (“Existing Revolving Loans”), shall assign to each 2019 Incremental Revolving Lender, and each 2019 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding on the Second Incremental Amendment Date as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made on the Second Incremental Amendment Date, such Existing Revolving Loans will be held by Existing Revolving Lenders and 2019 Incremental Revolving Lenders having a 2019 Incremental Revolving Commitment ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2019 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2019 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consents to each 2019 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit Agreement. (c) From The obligations of each 2019 Incremental Revolving Lender to provide the 2019 Incremental Facility Amendment Effective Date Revolving Commitments to the Borrower pursuant to this Section 2 shall not become effective until the Maturity date on which each of the following conditions (the “Second Incremental Amendment Conditions”) in this Section 2(c) is first satisfied (the date of such satisfaction being the “Second Incremental Amendment Date”) (provided that the Second Incremental Amendment Date shall not be deemed to occur, and no 2019 Incremental Revolving Lender shall be obligated to provide the 2019 Incremental Revolving Commitments, if the Second Incremental Amendment Conditions are not satisfied on or prior to the date that is 30 calendar days after the date hereof): (i) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Second Incremental Amendment Date, (x) each of the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all Loans shall be made other Loan Documents are true and correct in accordance all material respects on and as of the Second Incremental Amendment Date with the aggregate Revolving Commitments same effect as though made on and as of the Lenders Second Incremental Amendment Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) on and as of such earlier date with the same effect as though made on and as of the Second Incremental Amendment Date or such earlier date, as applicable and (y) after giving effect to the Incremental Revolving Commitments. On Commitment Increase contemplated hereby, no Event of Default exists or would result from the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion incurrence of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the 2019 Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date.contemplated by this Amendment; (dii) Upon Holdings and the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately Borrower shall have paid on or prior to the Second Incremental Facility Amendment Effective Date will be a Lender under to the Credit Agreement Administrative Agent and the 2019 Incremental Revolving Lenders, as applicable, all expenses payable in connection with this Amendment, in each case, to the extent invoiced at least three Business Days prior to the Second Incremental Amendment Date (except as otherwise reasonably agreed by the Borrower); (iii) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the 2019 Incremental Revolving Lenders, an opinion of (x) Ropes & Xxxx LLP, counsel for all purposes of the Credit Agreement.Loan Parties and (y) each local counsel for the Loan Parties listed on Schedule 4.02

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. (a) On Subject to the terms and conditions set forth herein, on the Incremental Facility Amendment Effective Date Date, the Incremental Revolving Commitment of each Incremental Revolving Lender set forth opposite such Lender’s name on Schedule I hereto shall become effective and the Revolving Commitment of such Lender shall be correspondingly increased. (as defined below), b) The Incremental Revolving Commitments established pursuant to this Incremental Facility Amendment shall Agreement constitute an “Incremental Facility AmendmentRevolving Commitments” pursuant to section 2.08(f) established in accordance with Section 2.21 of the Credit Agreement, . The terms and conditions of the Incremental Revolving Commitments established pursuant to this Agreement shall constitute additional be identical to those of the Revolving Commitments outstanding immediately prior to the effectiveness of this Agreement (the “Existing Revolving Commitments”), and, as of the Incremental Effective Date, such Incremental Revolving Commitments shall be deemed to be “Revolving Commitments” and constitute the same Class of Commitments as the Existing Revolving Commitments. The terms and conditions of any loans Loans and other extensions of credit to be made pursuant to under the Incremental Revolving Commitments established pursuant to this Agreement shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as be identical to those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date Loans and other extensions of credit made under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity DateExisting Revolving Commitments, all Loans and shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other treated as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such timea single Class therewith. For the avoidance of doubt, it is understood that commitment fees with respect to upon the effectiveness of the Incremental Revolving Commitments shall accrue from established pursuant to this Agreement, the Revolving Exposures of the Incremental Facility Amendment Effective DateRevolving Lenders holding such Commitments, and the Applicable Percentages of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (dc) Upon the effectiveness of the Incremental Facility Amendment Effective DateRevolving Commitments established pursuant to this Agreement, each Incremental Facility Lender that is not a Lender under (i) the Credit Agreement aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental Facility Amendment Effective Date will Revolving Commitments shall be a deemed to be repaid, (ii) each Incremental Revolving Lender under shall pay to the Credit Agreement for all purposes 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 effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Credit AgreementResulting 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 Revolving Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) after the Administrative Agent receives the funds specified in clause (ii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds 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 Revolving 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 Revolving Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the effectiveness of such Incremental Revolving 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 the Borrowing Request delivered to the Administrative Agent in accordance with Section 5, (v) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) and (vi) the Borrower shall pay each Revolving 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 2.16 if the date of the effectiveness of such Incremental Revolving Commitments occurs other than on the last day of the Interest Period relating thereto.

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment Effective Date Each Revolving Lender party hereto (as defined below)each, this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fRevolving Lender”) of hereby agrees, severally and not jointly, on the terms set forth herein and in the Amended Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” Agreement and any loans made pursuant subject to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise conditions set forth herein, to increase its Revolving Commitment in the aggregate principal amount set forth opposite such Revolving Lender’s name in Exhibit A hereto under the heading “Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the Commitment”. The aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On Commitments shall be $141,896,583.60. (b) Except as expressly provided herein, the Business Day following terms and provisions of the Revolving Commitments (as increased by the Incremental Facility Revolving Commitments) and the Revolving Loans and other extensions of credit made pursuant thereto (if any) under the Amended Credit Agreement shall be identical to the terms and provisions of, and shall be deemed to be part of the same tranche of revolving commitments as, the existing Revolving Commitments and the Revolving Loans and other extensions of credit made pursuant thereto (if any), and any other related terms will have correlative meanings mutatis mutandis with the terms in the Amended Credit Agreement. Notwithstanding anything to the contrary in any Loan Document, any calculation of whether or not the Borrower is in compliance on a Pro Forma Basis with the Financial Performance Covenant, and any certificate demonstrating compliance therewith, shall only assume or deem the Incremental Revolving Commitment to be drawn to the extent actually drawn on the Second Amendment Effective Date, all outstanding ABR Advances . (c) This Amendment shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect constitute a notice to the Advances then outstanding Administrative Agent and amounts each Lender for purposes of principalSection 2.20(a), interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in effective on the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Second Amendment Effective Date, at which time any such Eurodollar Advances being continued . Section 2.20(d) of the Amended Credit Agreement shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees apply with respect to the Incremental Revolving Commitments shall accrue from and the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender Revolving Lenders under the Amended Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreementas if set forth in full herein and modified mutatis mutandis.

Incremental Revolving Commitments. (a) On Each Incremental Lender (including the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant New Lender) hereby agrees to section 2.08(f) of the Credit Agreement, the provide its Incremental Revolving Commitments shall constitute additional “Commitment to the Borrower in an amount equal to its Incremental Revolving Commitments” and any loans made pursuant Commitment, if any, set forth on Schedule 2.01 attached hereto. After giving effect to the Incremental Revolving Commitments, each Lender’s Applicable Percentage of the Revolving Commitments as of the date hereof shall constitute “Loans” under be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to the Credit AgreementAgreement shall be amended to read as set forth on Schedule 2.01 attached hereto. (b) Unless otherwise set forth herein, the Each Incremental Lender with an Incremental Revolving Commitments Commitment shall be deemed to have purchased, without recourse, on the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility First Amendment Effective Date Date, a risk participation from the other Revolving Lenders in all Letters of Credit issued under the Credit Agreement, if any, and the obligations arising thereunder in amounts such that, after giving effect to such purchases, the portion of the obligations under such Letters of Credit held by each Revolving Lender shall be equal to such Revolving Lender’s Applicable Percentage of all such obligations, and each Revolving Lender shall absolutely, and unconditionally assume, and be obligated to pay to the Issuing Banks and discharge when due as provided in the Credit Agreement, its Applicable Percentage of the obligations arising under such Letters of Credit. (c) From Each Incremental Lender with an Incremental Revolving Commitment shall be deemed to have purchased, without recourse, on the Incremental Facility First Amendment Effective Date until the Maturity Date, a risk participation from the other Revolving Lenders in all Swingline Loans outstanding, if any, under the Credit Agreement and the obligations arising thereunder in amounts such that, after giving effect to such purchases, the portion of the obligations under such Swingline Loans held by each Revolving Lender shall be made equal to such Revolving Lender’s Applicable Percentage of all such obligations, and each Revolving Lender shall absolutely and unconditionally assume, and be obligated to pay to the Swingline Lender and discharge when due as provided in accordance the Credit Agreement, its Applicable Percentage of the obligations arising under such Swingline Loans. (d) On the First Amendment Effective Date, each Incremental Lender with an Incremental Revolving Commitment shall make a Revolving Loan, the aggregate proceeds of which shall be used to prepay the Revolving Loans of the other Revolving Lenders so that, after giving effect thereto, the Revolving Loans outstanding are held by the Revolving Lenders pro rata based on their Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. (a) On Schedule II hereto sets forth the Incremental Facility Amendment Revolving Commitment of each Incremental Revolving Lender as of the Incremental Effective Date Date. The Incremental Revolving Commitment of each Incremental Revolving Lender shall be several and not joint. (b) Except as otherwise set forth herein relating to the Incremental Revolving Fee (as defined below), this the Incremental Facility Amendment Revolving Commitments and the Revolving Loans and other extensions of credit made thereunder shall constitute an “have the terms applicable to the Revolving Commitments in effect prior to the Incremental Facility Amendment” pursuant Effective Date and the Revolving Loans and other extensions of credit made thereunder (including [[NYCORP:3450216v7:3134D: 01/31/2014--09:21 AM]] with respect to section 2.08(f) the Applicable Commitment Fee Rate and the Applicable Margin). Effective as of the Credit AgreementIncremental Effective Date, the Incremental Revolving Lenders shall be (or in the case of an existing Revolving Lenders, shall continue to be) “Revolving Lenders” and “Lenders”, the Incremental Revolving Commitments shall constitute additional be “Revolving Commitments” and any the loans made pursuant thereunder shall be “Revolving Loans” and “Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. On the Incremental Effective Date, Schedule I to the Incremental Revolving Commitments Credit Agreement shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth hereinbe replaced with Schedule I hereto, the Incremental Revolving Commitments shall have the same terms and conditions as those of which reflects the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, of all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (dc) Upon the Incremental Facility Amendment Effective Date, The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Facility Revolving Lender that is not already a Lender under the Credit Agreement immediately prior to the effectiveness of this Agreement is acceptable to it. (d) Each Incremental Facility Amendment Revolving Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on or prior to the Incremental Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit AgreementDate.

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment No. 2 Effective Date (Date, each institution that has executed and delivered a counterpart to this Amendment as defined below), this Incremental Facility Amendment shall constitute an “Incremental Revolving Lender” (each, an “Incremental Revolving Lender”) shall become (x) the holder of an Incremental Revolving Commitment, subject to all of the rights, obligations, terms and conditions thereto under the Credit Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth on such institution’s signature page to this Amendment, as such amount may be adjusted from time to time in accordance with the Amended Credit Agreement and (y) a Lender and a Revolving Lender for all purposes of the Credit Agreement and the other Loan Documents. Such Incremental Revolving Commitments shall form a single Class with the Initial Revolving Facility Amendment” pursuant Commitments (as amended hereby). The parties hereto hereby acknowledge that this Amendment constitutes both a notice to section 2.08(fthe Administrative Agent as required by Section 2.21(a) of the Credit Agreement and an Incremental Assumption Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth hereinin each case, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments established hereby. Each Lender, by execution of this Amendment, agrees that, upon effectiveness of this Amendment, its Revolving Commitment is as set forth on the Amended Commitment Schedule. Each Incremental Revolving Lender agrees that it shall accrue from be deemed to have acquired, on the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment No. 2 Effective Date, each Incremental participations in the aggregate Revolving L/C Exposure so that such Lender’s participations therein are in accordance with its Revolving Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit AgreementPercentage.

Incremental Revolving Commitments. Subject to the satisfaction of the conditions precedent set forth in Section 6 below, the Borrower, the Guarantors, the 2021 Incremental Revolving Lenders and Agent hereby agree as follows: (a) On The Borrower is requesting 2021 Incremental Revolving Commitments in the aggregate principal amount of $50,000,000 from the 2021 Incremental Facility Amendment Effective Date (as defined below)Revolving Lenders pursuant to, this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) and on the terms set forth in, Section 2.19 of the Credit Agreement, effective as of the Fourth Incremental Amendment Time. The full principal amount of such 2021 Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to are being incurred in reliance on clause (i)(y)(A) of the Incremental Revolving Commitments shall constitute “Loans” first proviso of Section 2.19(a) under the Credit Agreement. (b) Unless otherwise set forth hereinEach 2021 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its 2021 Incremental Revolving Commitments shall have as a Revolving Commitment Increase under the same terms Amended Credit Agreement commencing as of the Fourth Incremental Amendment Time in an amount equal to such 2021 Incremental Revolving Lender’s 2021 Incremental Revolving Commitments as set forth on Schedule 2.01 hereto, and conditions as those to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to time on and after the Fourth Incremental Amendment Time until the earlier of the Revolving Commitments existing prior Maturity Date and the termination of the Revolving Commitment of such 2021 Incremental Revolving Lender in accordance with the terms of the Amended Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed such 2021 Incremental Revolving Lender’s 2021 Incremental Revolving Commitment. With effect from and after the Fourth Incremental Amendment Time, after giving effect to the Revolving Commitment Increase pursuant to the 2021 Incremental Facility Revolving Commitments, (x) each Extending Revolving Lender that has Revolving Exposure under the 2021 Extended Revolving Commitments with respect to 2021 Extended Revolving Loans that are outstanding under its 2021 Extended Revolving Commitments as of the Fourth Incremental Amendment Effective Date Time, shall assign to each 2021 Incremental Revolving Lender, and each 2021 Incremental Revolving Lender shall purchase from such Extending Revolving Lender, at the principal amount thereof, such interests in the 2021 Extended Revolving Loans outstanding as of the Fourth Incremental Amendment Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made as of the Fourth Incremental Amendment Time, such 2021 Extended Revolving Loans will be held by Extending Revolving Lenders and 2021 Incremental Revolving Lenders having a 2021 Incremental Revolving Commitment ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2021 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (determined after giving effect to the Revolving Commitment Increase pursuant to the 2021 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consents to each 2021 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit Agreement. (c) From The obligations of each 2021 Incremental Revolving Lender to provide the 2021 Incremental Facility Amendment Revolving Commitments to the Borrower pursuant to this Section 3 shall become effective on the Extension Effective Date until immediately after the Maturity Date, all Loans shall be made in accordance with Extension Effective Time occurs (the aggregate Revolving Commitments of the Lenders after giving effect to the “Fourth Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages Condition” and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of such satisfaction being the “Fourth Incremental Facility Amendment Effective DateTime”); provided that, at which time any such Eurodollar Advances being continued without limitation, the Fourth Incremental Amendment Time shall be reallocated, and any such Eurodollar Advances being converted deemed to ABR Advances shall be converted and allocated, among the Lenders at such time date that the certificate set forth in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it Section 2(f)(i) above is understood that commitment fees with respect delivered to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes Administrative Agent if as of the Credit Agreementdate such certificate is delivered each of the conditions set forth in Section 2(f) above (other than Section 2(f)(i) above) has been satisfied.

Incremental Revolving Commitments. ​ (a) On Each Incremental Revolving Lender hereby agrees, severally and not jointly, to provide an Incremental Revolving Commitment to the Borrower on the Incremental Facility Amendment Effective Closing Date in an aggregate principal amount equal to the amount set forth opposite such Incremental Revolving Lender’s name on Annex A attached hereto (as defined below), this Incremental Facility Amendment shall constitute each an “Incremental Facility AmendmentRevolving Commitment” pursuant and, collectively, the “Incremental Revolving Commitments”), on and subject to section 2.08(f) of the terms set forth herein and in the Credit Agreement, the . The Incremental Revolving Commitments shall constitute additional be deemed to be “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made defined in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Loan Documents. ​ (b) Each Incremental Revolving Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and make an Incremental Revolving Commitment, have been made available to such Incremental Revolving Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or the other applicable Loan Documents, including this Agreement.; and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Each Incremental Revolving Lender that is not a Lender immediately prior to the effectiveness of this Agreement (if any) acknowledges and agrees that, upon the Incremental Closing Date, such Incremental Revolving Lender shall be a “Revolving Lender” and a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all obligations of and shall have all rights and benefits of a Revolving Lender and a Lender thereunder. ​

Incremental Revolving Commitments. (a) On The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Facility Amendment Effective Date Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fi) of the Credit Agreement, date on which the Borrower proposes that the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall constitute “Loans” under be not less than $5,000,000) and (iii) the Credit Agreementidentity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)). (b) Unless otherwise set forth hereinThe 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 Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments of the applicable Class or Revolving Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, as the case may be; provided further that the Borrower at its election may pay upfront or closing fees with respect to Incremental Revolving Commitments without paying such fees with respect to the other Revolving Commitments. (c) The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Revolving Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Revolving Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Revolving Commitments (and assuming that the full amount of such Incremental Revolving Commitments shall have been funded as Loans on such date), no Event of Default shall have occurred and be continuing and the same terms representations and conditions as those warranties of each Credit Party set forth in the Credit Documents shall be true and correct (A) in the case of the Revolving Commitments existing 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 be so true and correct on and as of such prior date, (ii) the Administrative Agent shall have received a certificate, dated the date of effectiveness thereof and signed by a Authorized Officer of the Borrower, confirming compliance with the condition set forth in clause (i) above and setting forth a reasonably detailed calculation of the Incremental Amount as of such date and (iii) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Administrative Agent in connection with any such transaction. Each Incremental Facility Amendment Effective Date under Agreement may, without the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Dateconsent of any Lender, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect such amendments to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages this Agreement and the Lenders shall make adjustments among themselves, and payments to each other Credit Documents as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid may be necessary or payable with respect thereto as shall be necessaryappropriate, in the opinion of the Administrative AgentAgent and the Borrower, to give effect to the provisions of this Section 2.24. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving Commitment shall constitute (or, in order the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Revolving Lender under the applicable Class and (ii) the Maximum Credit shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to effect such reallocation. Eurodollar Advances shall not be reallocated among further increase or reduction from time to time as set forth in the Lenders until the expiration definition of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their term “Revolving Commitments at such timeCommitment”. For the avoidance of doubt, it is understood that commitment fees with respect upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Pro Rata Shares of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments: (i) the aggregate principal amount of the Revolving Loans (the “Existing Revolving Borrowings”) outstanding immediately prior to the effectiveness of such Incremental Revolving Commitments shall accrue from be deemed to be repaid, (ii) each Incremental Revolving Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between: (A) the product of (1) such Lender’s Pro Rata Share (calculated after giving effect to such effectiveness) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (x) such Lender’s Pro Rata Share of such Class (calculated without giving effect to such effectiveness, with such Pro Rata Share for any Incremental Facility Amendment Effective DateRevolving Lender that did not have a Revolving Commitment prior to such effectiveness being deemed to be zero) multiplied by (y) the aggregate principal amount of the Existing Revolving Borrowings, (iii) after the Administrative Agent receives the funds specified in clause (ii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between: (A) the product of (1) such Lender’s Pro Rata Share (calculated without giving effect to such effectiveness, with such Pro Rata Share for any Incremental Revolving Lender that did not have a Revolving Commitment prior to such effectiveness being deemed to be zero) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Pro Rata Share (calculated after giving effect to such effectiveness) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the effectiveness of such Incremental Revolving 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 Funding Notice delivered to the Administrative Agent in accordance with Section 2.1 (and the Borrower shall deliver such Funding Notice), (v) each Lender shall be deemed to hold its Pro Rata Share of each Resulting Revolving Borrowing (calculated after giving effect to such effectiveness), and (vi) 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 2.18(c) if the date of the effectiveness of such Incremental Revolving Commitments occurs other than on the last day of the Interest Period relating thereto. (df) Upon The Administrative Agent shall notify the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under Lenders promptly upon receipt by the Credit Agreement immediately prior Administrative Agent of any notice from the Borrower referred to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes in Section 2.24(a) and of the Credit Agreementeffectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitments, of the Pro Rata Shares of the Lenders after giving effect thereto and of the payments required to be made pursuant to Section 2.24(e).

Incremental Revolving Commitments. (a) On The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Facility Amendment Effective Date Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fi) of the Credit Agreement, date on which the Borrower proposes that the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall constitute “Loans” under be not less than $5,000,000) and (iii) the Credit Agreementidentity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)). (b) Unless otherwise set forth hereinThe 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 Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments of the applicable Class or Revolving Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, as the case may be; provided further that the Borrower at its election may pay upfront or closing fees with respect to Incremental Revolving Commitments without paying such fees with respect to the other Revolving Commitments. (c) The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Revolving Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Revolving Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Revolving Commitments (and assuming that the full amount of such Incremental Revolving Commitments shall have been funded as Loans on such date), no Event of Default shall have occurred and be continuing and the same terms representations and conditions as those warranties of each Credit Party set forth in the Credit Documents shall be 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 be so true and correct on and as of such prior date,; provided, that if the Incremental Revolving Commitments existing prior to are being established in connection with a Limited Condition Acquisition, compliance with clause (i) above (but not, for the Incremental Facility Amendment Effective Date under the Credit Agreement. (cavoidance of doubt, Section 3.2) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall may be made tested in accordance with the aggregate Revolving Commitments provisions of Section 1.7, (ii) the Administrative Agent shall have received a certificate, dated the date of effectiveness thereof and signed by a Authorized Officer of the Lenders after giving effect Borrower, confirming compliance with the condition set forth in clause (i) above and setting forth a reasonably detailed calculation of the Incremental Amount as of such date and (iii) the Borrower shall have delivered to the Incremental Revolving CommitmentsAdministrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Administrative Agent in connection with any such transaction. On the Business Day following the Each Incremental Facility Amendment Effective DateAgreement may, all outstanding ABR Advances shall be reallocated among without the Lenders in accordance with the Lenders’ respective revised Applicable Percentages consent of any Lender, effect such amendments to this Agreement and the Lenders shall make adjustments among themselves, and payments to each other Credit Documents as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid may be necessary or payable with respect thereto as shall be necessaryappropriate, in the opinion of the Administrative AgentAgent and the Borrower, to give effect to the provisions of this Section 2.24. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving Commitment shall constitute (or, in order the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Revolving Lender under the applicable Class and (ii) the Maximum Credit shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to effect such reallocation. Eurodollar Advances shall not be reallocated among further increase or reduction from time to time as set forth in the Lenders until the expiration definition of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their term “Revolving Commitments at such timeCommitment”. For the avoidance of doubt, it is understood that commitment fees with respect upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Pro Rata Shares of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments: (i) the aggregate principal amount of the Revolving Loans (the “Existing Revolving Borrowings”) outstanding immediately prior to the effectiveness of such Incremental Revolving Commitments shall accrue from be deemed to be repaid, (ii) each Incremental Revolving Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between: (A) the product of (1) such Lender’s Pro Rata Share (calculated after giving effect to such effectiveness) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (x) such Lender’s Pro Rata Share of such Class (calculated without giving effect to such effectiveness, with such Pro Rata Share for any Incremental Facility Amendment Effective DateRevolving Lender that did not have a Revolving Commitment prior to such effectiveness being deemed to be zero) multiplied by (y) the aggregate principal amount of the Existing Revolving Borrowings, (iii) after the Administrative Agent receives the funds specified in clause (ii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between: (A) the product of (1) such Lender’s Pro Rata Share (calculated without giving effect to such effectiveness, with such Pro Rata Share for any Incremental Revolving Lender that did not have a Revolving Commitment prior to such effectiveness being deemed to be zero) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Pro Rata Share (calculated after giving effect to such effectiveness) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the effectiveness of such Incremental Revolving 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 Funding Notice delivered to the Administrative Agent in accordance with Section 2.1 (and the Borrower shall deliver such Funding Notice), (v) each Lender shall be deemed to hold its Pro Rata Share of each Resulting Revolving Borrowing (calculated after giving effect to such effectiveness), and (vi) 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 2.18(c) if the date of the effectiveness of such Incremental Revolving Commitments occurs other than on the last day of the Interest Period relating thereto. (df) Upon The Administrative Agent shall notify the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under Lenders promptly upon receipt by the Credit Agreement immediately prior Administrative Agent of any notice from the Borrower referred to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes in Section 2.24(a) and of the Credit Agreementeffectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitments, of the Pro Rata Shares of the Lenders after giving effect thereto and of the payments required to be made pursuant to Section 2.24(e).

Incremental Revolving Commitments. (a) On Schedule 2.01B hereto sets forth the Incremental Facility Revolving Commitment of each Incremental Revolving Lender as of the Amendment Effective Date. The Incremental Revolving Commitment of each Incremental Revolving Lender shall be several and not joint. The Incremental Revolving Commitments will become effective on the Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant immediately prior to section 2.08(f) the effectiveness of the Credit Agreement, Extension and the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant amendments to the Incremental Revolving Commitments shall constitute “Loans” under the Credit AgreementAgreement provided for in Section 2 and Section 3 hereof. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those The provisions of Section 2.20 of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect Agreement will apply to the Incremental Revolving Commitments. Accordingly, except as otherwise provided herein with respect to the Extension (to which each Incremental Lender agrees, as set forth in the recitals hereto) and the fees payable hereunder on the Amendment Effective Date to Incremental Lenders in respect of their Incremental Revolving Commitments, the Incremental Revolving Commitments and the Revolving Loans and other extensions of credit made thereunder shall have the terms applicable to the Revolving Commitments in effect prior to the Amendment Effective Date and the Revolving Loans and other extensions of credit made thereunder, respectively (including the Applicable Rate). Accordingly, prior to the Maturity Date for the 2018 Revolving Commitments (as defined below) or the earlier termination of the 2018 Revolving Commitments, the Incremental Revolving Commitments and the Revolving Loans made pursuant thereto will for all purposes of the Credit Agreement be deemed to be the same class as the 2018 Revolving Commitments and Revolving Loans made pursuant thereto. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the existing Revolving Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Incremental Revolving Lenders shall make adjustments among themselveseffect the assignments and purchases contemplated by Section 2.20(e) in order that, after giving effect to all such assignments and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees purchases and other amounts paid or payable with respect thereto as shall transactions contemplated hereby, such Revolving Loans and any funded participations in Letters of Credit will be necessary, in held by all the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Revolving Lenders until the expiration of the applicable Interest Period in effect at the time of (including the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time Revolving Lenders) ratably in accordance with their Revolving Commitments at such time. For Applicable Percentages after giving effect to the avoidance effectiveness of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments Commitments. (c) The fees payable pursuant to Section 2.11(a) and (b) of the Credit Agreement for the account of the Lenders shall accrue from be calculated so as to take into account the increase in the Revolving Commitments, the addition of the Incremental Facility Revolving Lenders, any prepayments or refinancing of outstanding Loans and the reallocation of participations in any outstanding Letters of Credit, in each case on the Amendment Effective Date. (d) Upon Each Incremental Revolving Lender, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Incremental Facility Administrative Agent or any Lenders prior to the Amendment Effective Date. (e) Each of the Administrative Agent, each Principal Issuing Bank and the Swingline Lender hereby consents to this Amendment and confirms that each Incremental Facility Revolving Lender that is and each Replacement Lender (as defined below) not already a Lender under the Credit Agreement immediately prior is acceptable to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreementit.

Incremental Revolving Commitments. (a) On The Company may from time to time notify the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) Administrative Agent that certain of the Credit Agreement, Lenders designated by the Company and/or that additional lenders shall be added to this Agreement as Incremental Lenders with Commitments for the purpose of increasing the existing Commitments (a “Revolving Commitment Increase”) by executing and delivering to the Administrative Agent an Incremental Revolving Loan Activation Notice signed by such Lenders or such additional lenders and specifying (i) the respective Incremental Revolving Commitments shall constitute additional “of such Incremental Lenders and (ii) the applicable Revolving Commitments” Commitment Increase Date, and otherwise duly completed; provided that, after giving effect to such Revolving Commitment Increase (including the incurrence of any loans made pursuant to the Incremental Revolving Loans on the applicable Revolving Commitment Increase Date and use of proceeds thereof), (x) no Default or Event of Default shall be continuing and (y) the aggregate amount of Commitments shall constitute “Loans” under the Credit Agreementnot exceed $2,000,000,000. (b) Unless otherwise set forth hereinEach Incremental Lender that is a signatory to an Incremental Revolving Loan Activation Notice severally agrees, on the terms and conditions of this Agreement, to make revolving credit loans (each, an “Incremental Revolving Loan”) to the Company from time to time on or after the Revolving Commitment Increase Date specified in such Incremental Revolving Loan Activation Notice in an aggregate principal amount outstanding at any time up to but not exceeding the amount of the Incremental Revolving Commitments shall have the same terms and conditions as those Commitment of the such Incremental Lender specified in such Incremental Revolving Commitments existing prior Loan Activation Notice, subject to the terms of this Agreement and the applicable Incremental Facility Amendment Effective Date under the Credit AgreementRevolving Loan Activation Notice. Nothing in this Section 2.21 shall be construed to obligate any Lender to execute an Incremental Revolving Loan Activation Notice. (c) From the Incremental Facility Amendment Effective Date until the Maturity On any Revolving Commitment Increase Date, all in the event any Loans are then outstanding, (i) each relevant Incremental Revolving Lender shall be made make available to the Administrative Agent such amounts in accordance with immediately available funds as the aggregate Revolving Commitments of the Lenders Administrative Agent shall determine are necessary in order to cause, after giving effect to such increased Commitments and the Incremental Revolving Commitments. On application of such amounts to prepay Loans of other relevant Lenders, the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall Loans to be reallocated among the held ratably by Lenders in accordance with their respective Commitments after giving effect to such increase and (ii) the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as Company shall be necessary, in the opinion of the Administrative Agent, in order deemed to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, have prepaid and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Datereborrowed all outstanding Loans. (d) Upon Notwithstanding the Incremental Facility Amendment Effective Dateterms of Section 10.1(a), each Incremental Facility Lender the Company and the Administrative Agent shall be entitled to enter into any amendments to this Agreement that is not a Lender the Administrative Agent believes are necessary to appropriately include, or provide for the integration of, any Revolving Commitment Increase under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit this Agreement.

Incremental Revolving Commitments. (a) On the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit Agreement, the Incremental Revolving Commitments shall constitute additional “Revolving Commitments” and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date HSBC will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. Upon the effectiveness of any new Incremental Revolving Commitments, (ai) On each Lender holding Revolving Commitments and existing Incremental Revolving Commitments immediately prior to the effectiveness of such new Commitments will automatically and without further act be deemed to have assigned to each Lender providing a portion of such new Incremental Facility Amendment Effective Date Revolving Commitments (as defined beloweach, a “New Incremental Revolving Lender”) and each such New Incremental Revolving 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 such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each existing Incremental Revolving Lender and Revolving Lender and each New Incremental Revolving Lender) will equal the percentage of the Aggregate Revolving Commitments (including the existing Revolving Commitments and Incremental Revolving Commitments and the New Incremental Revolving Commitments) of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (ii) if, on the date of the effectiveness of such Incremental Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (including under the existing Revolving Commitments and Incremental Revolving Commitments and such new Incremental Revolving 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 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Incremental Facility Amendment Agreement shall constitute an “Incremental Facility Amendment” not apply to the transactions effected pursuant to section 2.08(f) the immediately preceding sentence. Following the effectiveness of any Incremental Revolving Commitments and the transactions described in the two immediately preceding sentences, all Revolving Loans and Letters of Credit Agreementshall utilize, the and all voluntary prepayments of Revolving Loans and terminations all Revolving Commitments and Incremental Revolving Commitments shall constitute additional “be applied to, all outstanding Revolving Commitments” Commitments and any loans made pursuant to the Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreementon a pro rata basis. (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Date. (d) Upon the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit Agreement.

Incremental Revolving Commitments. (a) On the terms and subject to the conditions set forth herein, effective as of the Incremental Facility Amendment Effective Date Closing Date, each Incremental Revolving Lender hereby agrees to provide Incremental Revolving Commitments in the amount set forth opposite its name on Schedule I hereto. (as defined below)b) The Incremental Revolving Commitments and the loans and other extensions of credit made thereunder shall have the same terms applicable to the Multicurrency Tranche Revolving Credit Commitments under the Credit Agreement immediately prior to giving effect to this Agreement and the Loans and other extensions of credit made thereunder, this respectively. From and after the Incremental Facility Amendment Closing Date, the Incremental Revolving Lenders shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) of the Credit AgreementLenders”, the Incremental Revolving Commitments shall constitute additional “Multicurrency Tranche Revolving Credit Commitments” and any “Revolving Credit Commitments” and the loans made pursuant thereunder shall constitute “Multicurrency Tranche Revolving Credit Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The Borrowers may request the making of Loans under the Incremental Revolving Commitments from time to time on or after the Incremental Facility Closing Date for general corporate purposes of the Group Members, including for the consummation of Permitted Acquisitions. Letters of Credit issued under the Incremental Revolving Commitments shall constitute “Loans” be used solely to support payment and other obligations incurred in the ordinary course of business by Mid-Holdings and its Subsidiaries. (d) On the Incremental Facility Closing Date, pursuant to Section 2.23(c) of the Credit Agreement, (i) each Lender (other than Incremental Revolving Lenders, in their capacity as such) immediately prior to the increase in Revolving Credit Commitments provided by this Agreement will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender providing an Incremental Revolving Commitment, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations under the Credit Agreement. (b) Unless otherwise set forth hereinAgreement in outstanding Letters of Credit such that, the Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreement. (c) From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments of the Lenders after giving effect to the Incremental Revolving Commitments and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations under the Credit Agreement in Letters of Credit held by each Lender (including the Incremental Revolving Lenders) will equal such Lender’s Multicurrency Tranche Percentage and (ii) if, on the Incremental Facility Closing Date, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on the Incremental Facility Closing Date be prepaid from the proceeds of additional Loans made under the Credit Agreement (reflecting the Incremental Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.18 of the Credit Agreement. The minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Credit Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) The Initial Borrower hereby appoints each of Xxxxxxx Xxxxx Bank USA (“Xxxxxxx Sachs”) and Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) as Issuing Banks with respect to any Letter of Credit that may be issued by such Person after the Incremental Facility Closing Date, and each of Xxxxx Fargo and Xxxxxxx Sachs hereby accepts such appointment. On the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall be reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages terms and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect subject to the Advances then outstanding and amounts of principalconditions set forth herein, interest, commitment fees and other amounts paid or payable with respect thereto effective as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Closing Date, at which time any each of the undersigned Issuing Banks and the Administrative Agent hereby agrees to increase the Multicurrency Tranche LC Sublimit and the Total LC Sublimit by $25.0 million to $60.0 million with respect to Letters of Credit issued by such Eurodollar Advances being continued shall be reallocatedIssuing Banks, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with Section 9.2(h) of the Credit Agreement. The increased portion of the Multicurrency Tranche LC Sublimit and the Total LC Sublimit and the Letters of Credit issued thereunder shall have the same terms applicable to the Multicurrency Tranche LC Sublimit and the Total LC Sublimit and the Letters of Credit issued thereunder immediately prior to giving effect to this Agreement. For the purposes of clarity, the obligations of Citi and Barclays as Issuing Banks to issue Letters of Credit shall not be amended, modified or otherwise affected by this Agreement (and will still be limited to their respective Multicurrency Tranche Percentages on the Closing Date of the Multicurrency Tranche LC Sublimit and the Total LC Sublimit prior to giving effect to this Agreement). Letters of Credit issued by any Issuing Bank will be governed by the terms of the Credit Agreement; provided that the limits on the respective obligations of each Issuing Bank that is a party to this Agreement to issue Letters of Credit specified in clause (IV) of the third proviso of Section 2.7(a) of the Credit Agreement shall be determined based upon the percentage that such Issuing Bank’s Multicurrency Tranche Revolving Credit Commitment represents of all such Issuing Banks’ Multicurrency Tranche Revolving Credit Commitments at such time(in each case on the Incremental Facility Closing Date after giving effect to this Agreement) multiplied by the difference between (1) the Multicurrency Tranche LC Sublimit after giving effect to this Agreement and (2) the sum of (a) the amount equal to Citi’s Multicurrency Tranche Percentage on the Closing Date of the Multicurrency Tranche LC Sublimit prior to giving effect to this Agreement and (b) the amount equal to Barclays’ Multicurrency Tranche Percentage on the Closing Date of the Multicurrency Tranche LC Sublimit prior to giving effect to this Agreement. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from as of the Incremental Facility Amendment Effective DateClosing Date after giving effect to this Agreement, the maximum Letter of Credit issuance amount of each Issuing Bank is set forth on Schedule II hereto. (df) Upon The Initial Borrower (with the consent of Credit Suisse) hereby appoints Xxxxx Fargo Bank, N.A. as a joint lead arranger and joint bookrunner for the Revolving Credit Facilities. From and after the Incremental Facility Amendment Effective Closing Date, each Incremental Facility Lender that is not a Lender under unless the context shall otherwise require, all references in the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will Arrangers shall be deemed to include a Lender under reference to Xxxxx Fargo Bank, N.A. in its capacity as a joint lead arranger and joint bookrunner for the Revolving Credit Agreement for all purposes of the Credit AgreementFacilities.

Incremental Revolving Commitments. (a) On The Company may from time to time notify the Incremental Facility Amendment Effective Date (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(f) Administrative Agent that certain of the Credit Agreement, Lenders designated by the Company and/or that additional lenders shall be added to this Agreement as Incremental Lenders with Commitments for the purpose of increasing the existing Commitments (a “Revolving Commitment Increase”) by executing and delivering to the Administrative Agent an Incremental Revolving Loan Activation Notice signed by such Lenders or such additional lenders and specifying (i) the respective Incremental Revolving Commitments shall constitute additional “of such Incremental Lenders and (ii) the applicable Revolving Commitments” Commitment Increase Date, and otherwise duly completed; provided that, after giving effect to such Revolving Commitment Increase (including the incurrence of any loans made pursuant to the Incremental Revolving Loans on the applicable Revolving Commitment Increase Date and use of proceeds thereof), (x) no Default or Event of Default shall be continuing and (y) the aggregate amount of Commitments shall constitute “Loans” under the Credit Agreementnot exceed $2,000,000,0003,000,000,000. (b) Unless otherwise set forth hereinEach Incremental Lender that is a signatory to an Incremental Revolving Loan Activation Notice severally agrees, on the terms and conditions of this Agreement, to make revolving credit loans (each, an “Incremental Revolving Loan”) to the Company and/or the applicable Subsidiary Borrowers from time to time on or after the Revolving Commitment Increase Date specified in such Incremental Revolving Loan Activation Notice in an aggregate principal amount outstanding at any time up to but not exceeding the amount of the Incremental Revolving Commitments shall have the same terms and conditions as those Commitment of the such Incremental Lender specified in such Incremental Revolving Commitments existing prior Loan Activation Notice, subject to the terms of this Agreement and the applicable Incremental Facility Amendment Effective Date under the Credit AgreementRevolving Loan Activation Notice. Nothing in this Section 2.21 shall be construed to obligate any Lender to execute an Incremental Revolving Loan Activation Notice. (c) From the Incremental Facility Amendment Effective Date until the Maturity On any Revolving Commitment Increase Date, all in the event any Loans are then outstanding, (i) each relevant Incremental Revolving Lender shall be made make available to the Administrative Agent such amounts in accordance with immediately available funds as the aggregate Revolving Commitments of the Lenders Administrative Agent shall determine are necessary in order to cause, after giving effect to such increased Commitments and the Incremental Revolving Commitments. On application of such amounts to prepay Loans of other relevant Lenders, the Business Day following the Incremental Facility Amendment Effective Date, all outstanding ABR Advances shall Loans to be reallocated among the held ratably by Lenders in accordance with their respective Commitments after giving effect to such increase and (ii) the Lenders’ respective revised Applicable Percentages Company and the Lenders shall make adjustments among themselves, and payments to each other as needed, with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as relevant Subsidiary Borrower shall be necessary, in the opinion of the Administrative Agent, in order deemed to effect such reallocation. Eurodollar Advances shall not be reallocated among the Lenders until the expiration of the applicable Interest Period in effect at the time of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, have prepaid and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their Revolving Commitments at such time. For the avoidance of doubt, it is understood that commitment fees with respect to the Incremental Revolving Commitments shall accrue from the Incremental Facility Amendment Effective Datereborrowed all outstanding Loans. (d) Upon Notwithstanding the Incremental Facility Amendment Effective Dateterms of Section 10.1(a), each Incremental Facility Lender the Company and the Administrative Agent shall be entitled to enter into any amendments to this Agreement that is not a Lender the Administrative Agent believes are necessary to appropriately include, or provide for the integration of, any Revolving Commitment Increase under the Credit Agreement immediately prior to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes of the Credit this Agreement.

Incremental Revolving Commitments. (a) On The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Availability Period, the establishment of Incremental Facility Amendment Effective Date Revolving Commitments, provided that (as defined below), this Incremental Facility Amendment shall constitute an “Incremental Facility Amendment” pursuant to section 2.08(fi) the aggregate amount of the Credit Agreement, all the Incremental Revolving Commitments shall constitute additional “not exceed $100,000,000 and (ii) each Incremental Revolving Commitments” and any loans made pursuant to Commitment shall be in integral multiples of $5,000,000. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments shall constitute “Loans” under be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Credit AgreementAdministrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (y) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and each Issuing Bank and the Swingline Lender). (b) Unless otherwise set forth herein, the Incremental Revolving Commitments shall have the same The terms and conditions as 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 existing prior to the Incremental Facility Amendment Effective Date under the Credit Agreementand Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans. (c) From the The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Amendment Effective Date until Agreements executed and delivered by the Maturity DateBorrower, all Loans shall be made in accordance with the aggregate each Incremental Revolving Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Revolving Commitments shall become ​ ​ effective unless (i) no Default or Event of Default shall have occurred and be continuing on the Lenders date of effectiveness thereof, both immediately prior to and immediately after giving effect to the such Incremental Revolving Commitments. On Commitments and the Business Day following making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) on the Incremental Facility Amendment Effective Datedate of effectiveness thereof, all outstanding ABR Advances the representations and warranties of each Loan Party set forth in the Loan Documents shall be reallocated among 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 be so true and correct on and as of such prior date, (iii) after giving effect to such Incremental Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all Incremental Revolving Commitments are fully drawn, (A) the Net Leverage Ratio, calculated at the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)), both on an actual basis and on a pro forma basis in accordance with Section 1.04(b), shall not exceed the Lenders’ respective revised Applicable Percentages Maximum Permitted Net Leverage Ratio then in effect minus 0.25 to 1.00 and (B) the Borrower shall be in compliance with the financial covenants set forth in Sections 6.12 and 6.13 at the end of the last fiscal quarter of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, at the end of the last fiscal quarter of the Borrower included in the financial statements referred to in Section 3.04(a)), calculated on both an actual basis and on a pro forma basis in accordance with Section 1.04(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Revolving Commitments and the Lenders related transactions under this Section and (v) the Borrower shall make adjustments among themselves, and payments to each other as needed, with respect have delivered to the Advances then outstanding and amounts of principalAdministrative Agent such legal opinions, interestboard resolutions, commitment fees secretary’s certificates, officer’s certificates and other amounts paid or payable with respect thereto documents as shall reasonably be necessaryrequested 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. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving 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 Revolving Commitment shall constitute (or, in order to effect the event such reallocation. Eurodollar Advances Incremental Revolving Lender already has a Revolving Commitment, shall not be reallocated among increase) the Lenders until Revolving Commitment of such Incremental Revolving Lender and (iii) the expiration aggregate amount of the applicable Interest Period Revolving Commitments shall be increased by the amount of such Incremental Revolving Commitment, in effect at each case, subject to further increase or reduction from time to time as set forth in the time definition of the Incremental Facility Amendment Effective Date, at which time any such Eurodollar Advances being continued shall be reallocated, and any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in accordance with their term “Revolving Commitments at such timeCommitment”. For the avoidance of doubt, it is understood that commitment fees with respect to upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Commitments Lender holding such Commitment, and the Applicable Percentage of all the Lenders, shall accrue automatically be adjusted to give effect thereto. ​ ​ (e) On the date of effectiveness of any Incremental Revolving Commitments, each Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Lenders (including such Incremental Facility Amendment Effective DateLenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (df) Upon [Intentionally Omitted] (g) The Administrative Agent shall notify the Incremental Facility Amendment Effective Date, each Incremental Facility Lender that is not a Lender under Lenders promptly upon receipt by the Credit Agreement immediately prior Administrative Agent of any notice from the Borrower referred to the Incremental Facility Amendment Effective Date will be a Lender under the Credit Agreement for all purposes in Section 2.21(a) and of the Credit Agreementeffectiveness of any Incremental Revolving 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 2.21(e).