Common use of Incremental Revolving Commitments Clause in Contracts

Incremental Revolving Commitments. (a) 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 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At 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 time and from time to time, subject loans made pursuant to the terms and conditions Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Borrower may, by notice Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Administrative Agent Incremental Facility Amendment Effective Date under the Credit Agreement. (whereupon c) From the Administrative Agent Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall promptly deliver a copy to each be made in accordance with the aggregate Revolving Commitments of the Lenders), establish one or more increases in Lenders after giving effect to the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything 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 contrary hereinAdvances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the aggregate amount 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 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 (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice accrue 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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 FacilityAmendment Effective Date. (d) 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 Upon the foregoing, no Incremental Facility Amendment shall become effective unlessEffective Date, on each Incremental Facility Lender that is not a Lender under the 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 Credit Agreement immediately prior to the extent such representations and warranties expressly relate to an earlier date (in which such case such representations and warranties shall Incremental Facility Amendment Effective Date will be true and correct in a Lender under the Credit Agreement for all material respects as purposes of such earlier date)the Credit Agreement.

Incremental Revolving Commitments. (a) At any time On the terms and from time to time, subject to the terms and conditions set forth herein, effective as of the Borrower mayIncremental Facility Closing Date, by notice each Incremental 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 Administrative Agent (whereupon Revolving Credit Commitments under the Administrative Agent Credit Agreement immediately prior to giving effect to this Agreement and the Loans and other extensions of credit made thereunder, respectively. From and after the Incremental Facility Closing Date, the Incremental Revolving Lenders shall promptly deliver be a copy party to each the Credit Agreement, have the 1 RBC Capital Markets is a brand name for the capital markets activities of the Lenders), establish one or more increases in the Revolving Facility Commitments (the Royal Bank of Canada and its affiliates. rights and obligations of a Lender thereunder and shall be an “Incremental Revolving CommitmentsLender” and a “Lender”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of Incremental constitute “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 (or 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 Credit 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 loans made thereunder shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental constitute “Revolving Commitments)Credit Loans” and “Loans”, 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 Revolving Commitments if such consent by the Administrative Agent would be required under Section 9.04 case for an assignment of Loans to such Additional Lender. Any Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 all purposes of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Credit 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 . Letters of Credit issued under the Incremental Revolving Commitments evidenced thereby. Upon shall be used solely to support payment and other obligations incurred in the ordinary course of business by Holdings and its Subsidiaries. (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. (d) On the Incremental Facility Closing Date, pursuant to Section 2.20(c) of the Credit Agreement, each Revolving Credit Lender (other than Incremental Revolving Lenders, in their capacity as such) immediately prior to the increase in Revolving Facility Credit Commitments in accordance with provided by this Section 2.21, each Lender immediately prior to such increase Agreement will automatically and without further act be deemed to have assigned to each Lender or Additional Incremental Revolving Lender providing such an Incremental Revolving Commitments (eachCommitment, an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxCredit Lender’s participations hereunder under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to the Incremental Revolving Commitments and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder under the Credit Agreement in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Credit Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate such Revolving Facility Commitments of all Lenders presented by such XxxxxxCredit 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 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Applicable Percentage. (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time and The Company may, by written notice to the Administrative Agent from time to time, subject request that the total Revolving Commitments be increased; provided that (i) the aggregate amount of such increase shall not exceed $250,000,000, (ii) no Lender shall be required to provide any such incremental commitment and (iii) the conditions precedent to each borrowing set forth in Section 4.02 are satisfied at the time of any such request. Such notice shall set forth the amount of the requested increase in the Revolving Commitments (which shall be in minimum increments of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the terms and conditions set forth hereinMaturity Date). The Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the Borrower mayrequested increase; provided that, by notice to notwithstanding the foregoing, no Person shall become a Lender without the prior written consent of the Administrative Agent and each Issuing Bank and Swingline Lender (whereupon which shall not be unreasonably withheld). The Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall promptly deliver reasonably specify to evidence its Revolving Commitment and/or its status as a copy to each of the Lenders), establish one or more increases Lender hereunder. Any increase in the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Revolving Commitments shall not exceed may be made in 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 (or such lesser minimum amount reasonably approved which is less than the increase requested by the Administrative Agent)Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) that the Administrative Agent may, in consultation with the Borrower, may take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Xxxxxx’s Incremental any increase in the Revolving Commitments pursuant to this Section, the outstanding Revolving Loans (if any) are held by the Lenders pro rata in accordance with their new 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 Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment (which . This may be accomplished, accomplished at the reasonable 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 BorrowingLoans, (ii) by causing non-increasing Lenders that are not Augmenting Lenders to assign assign, at the Company’s expense, portions of their outstanding Loans to Incremental Revolving Augmenting Lenders or (iii) by a any combination of the foregoing). . Any prepayment or assignment described in this paragraph (cb) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (i) no Default Section 2.17, but otherwise without premium or Event of Default shall have occurred and be continuing or would result from the incurrence of such Incremental Revolving 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 Facilitypenalty. (d) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At The Company and 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 Lenders (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments (including New Lenders but without the consent of any other Lender) may from time to time agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this paragraph shall not exceed $100,000,000 and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than 4 Increased Facility Closing Dates may be selected by the Company after the Effective Date. In connection with any increase described in this paragraph, (i) the Company shall provide the Administrative Agent with certificates and legal opinions as the Administrative Agent may reasonably request, (ii) the representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the Increased Facility Closing Date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date) and (iii) at the time of and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit J, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent. The Administrative Agent , on each Increased Facility Closing Date (i) the Borrowers shall promptly notify borrow Revolving Loans under the relevant increased Commitments from each Lender as participating in the relevant increase in an amount determined by reference to the effectiveness amount of each Incremental Type of Loan (and, in the case of Eurocurrency Loans, of each Eurocurrency Borrowing) which would then have been outstanding from such Lender if (x) each such Type or Eurocurrency Borrowing had been borrowed or effected on such Increased Facility Amendment. Each Closing Date and (y) the aggregate amount of the parties hereto hereby agrees thateach such Type or Eurocurrency Borrowing requested to be so borrowed or effected had been proportionately increased, 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 extentii) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachNew Lender, an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving New Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Commitment increase and 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 New Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such XxxxxxLender’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, Applicable Percentage after giving effect to such Xxxxxx’s Incremental Revolving the new Commitments, . The Eurocurrency Rate applicable to any Eurocurrency Loan borrowed pursuant to the percentage preceding sentence shall equal the Eurocurrency Rate then applicable to the Eurocurrency Loans of the aggregate Revolving Facility Commitments held by each Lender other Lenders in the same Eurocurrency Borrowing (including each such Incremental Revolving Lender) will equal or, until the percentage expiration of the aggregate Revolving Facility Commitments of all Lenders presented by then-current Interest Period, such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments other rate as shall be subject to agreed upon between 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 Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the applicable Borrower and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (iirelevant Lender), all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facility. (d) The proceeds Notwithstanding anything to the contrary in this Agreement, each 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 shall become effective unlessparties hereto hereby agrees that, on the date of such effectivenesseach Increased Facility Closing Date, 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 this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of the incremental Commitments evidenced thereby. Any such representations deemed amendment may be effected in writing by the Company. the Administrative Agent and warranties expressly relate the Lenders participating in the relevant increase and furnished 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)the other parties hereto.

Incremental Revolving Commitments. (a) At any time and from time to timetime prior to the Maturity Date, 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 request to increase the existing Revolving Facility Commitments (the “Incremental Revolving Commitments”) and, at the Borrower’s option, increase the Swing Line Facility and the Letter of Credit Sublimit on a ratable basis (with the consent of the Swing Line Lender and the Issuing Banks, respectively). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million250,000,000. Each establishment exercise of the Borrower’s right to seek Incremental Revolving Commitments pursuant to this Section 2.21 shall be in a minimum an integral multiple of $1,000,000 and be in an aggregate principal amount of that is not less than $10.0 million and integral multiples of $1.0 million in excess thereof 25,000,000 (or 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 the proposed terms of the relevant Incremental Revolving Commitments. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Revolving Commitments may be provided by (any such bank, financial institution, existing Lender (it or other Person being understood that no existing called an “Additional Lender”) shall be reasonably satisfactory to the Borrower, the Administrative Agent, the Swing Line Lender will have an obligation to provideand each Issuing Bank and, and the Borrower Parties if not already a Lender, shall have no obligation to offer any existing become a 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 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 become effective Agreement pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower PartiesBorrower, each Lender or such Additional Lender providing such and the Administrative Agent. No Lender shall be obligated to provide any Incremental Revolving Commitments (but Commitment unless, in its sole discretion, it so agrees. An Incremental Facility Amendment may, without the consent of any other Lender) and Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.03(b)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, Amendment shall be deemed amended subject to the extent (but only to satisfaction on the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments date thereof (each, an “Incremental Revolving LenderFacility Closing Date”) of each of the conditions set forth in respect Section 4.02 (it being understood that all references to “the date of such increase, (i) each such Incremental Revolving Lender will automatically and without further act Borrowing” in Section 4.02 shall be deemed to have assumed a portion of such Revolving Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect refer 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoingClosing Date). (c) Any The terms, provisions and documentation of Incremental Revolving Commitments shall be subject be, identical to the following terms and conditions existing Revolving Commitments existing on the closing date of such Incremental Facility Amendment (i) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of other than with respect to upfront fees applicable to such Incremental Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At 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 time and from time to time, subject loans made pursuant to the terms and conditions Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Borrower may, by notice Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Administrative Agent Incremental Facility Amendment Effective Date under the Credit Agreement. (whereupon c) From the Administrative Agent Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall promptly deliver a copy to each be made in accordance with the aggregate Revolving Commitments of the Lenders), establish one or more increases in Lenders after giving effect to the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything 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 contrary hereinAdvances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the aggregate amount 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 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 (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice accrue 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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)Effective Date.

Incremental Revolving Commitments. (a) At The US Administrative Borrower may, at any time and from time to timetime prior to the Maturity Date, by notice to Agent, request an increase in the Revolver Commitments of the Lenders (the “Incremental Revolving Commitments”), subject to the terms and conditions set forth herein, the Borrower may, by notice in an aggregate principal amount for all such Incremental Revolving Commitments of up to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver $75,000,000 to be effective as of a copy to each of the Lenders), establish one or more increases in the Revolving Facility Commitments date (the “Increase Date”) specified in the related notice to Agent; provided, however, that: (i) any Incremental Revolving Commitments requested hereby shall be in an amount not less than $10,000,000; (ii) subject to Section 1.8 in connection with a Limited Condition Transaction, on the date of any request by the US Administrative Borrower for any Incremental Revolving Commitments and on the related Increase Date, no Event of Default shall have occurred and be continuing and no Event of Default shall result from such Incremental Revolving Commitments”). Notwithstanding anything ; (iii) immediately prior to the contrary herein, the aggregate amount incurrence of the Incremental Revolving Commitments Commitments, and after giving effect thereto, the representations and warranties set forth in Article IV shall not exceed an amount equal be true and correct in all material respects (without duplication of materiality qualifiers) (other than any such representations or warranties that, by their terms, refer to $100.0 million. Each establishment a specific date other than the applicable Increase Date, in which case as of such specific date); provided that, if the proceeds of such Incremental Revolving Commitment or any Borrowing or issuance, renewal or extension of any Letter of Credit, as applicable, in connection therewith is in connection with a Limited Condition Transaction, then the condition precedent set forth in this clause (iii) shall be limited to (A) the Specified Representations with respect to the Loan Parties and (B) the Specified Target Representations with respect to the Person to be acquired or the investment to be made, in each case, as mutually agreed upon by the Administrative Borrowers and the Agent; (iv) the proceeds of such Incremental Revolving Commitments pursuant to this Section 2.21 shall be used for acquisitions and other investments, capital expenditures, working capital, and other general corporate purposes in a minimum aggregate principal amount accordance with, and as permitted by, the terms of $10.0 million and integral multiples of $1.0 million the Loan Documents; and (v) the Agent, in excess thereof (or its sole discretion, has consented to such lesser minimum amount reasonably approved by the Administrative Agent)Incremental Revolving Commitments. (b) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant In connection with any Incremental Revolving Commitments, this Agreement may be amended in a writing executed and delivered by the Administrative Borrowers and Agent to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein, including, without limitation, amending and restating or supplementing Schedule C-1 to reflect the new Revolver Commitments of the Lenders (including any Incremental Revolver Commitments of the Incremental Revolving Lenders). This Section 2.16(b) shall supersede any provisions in Section 13.1 to the contrary. (c) Agent shall promptly notify the Lender Group of a request by the US Administrative Borrower for Incremental Revolving Commitments, which notice shall include (i) the proposed amount, (ii) the proposed Increase Date, (iii) whether the proposed increase should be made to the UK Revolver Commitments or the US Revolver Commitments (or both), and (iii) the date by which Lenders wishing to participate in the Incremental Revolving Commitments must commit to an Incremental Revolving Commitment (the “Incremental Commitment Date”). Incremental Revolving Commitments may be provided provided, by any existing Lender (it being understood that no existing Lender will have an obligation to providemake any Incremental Revolving Commitment, and but the Borrower Parties shall Borrowers will have no an obligation to offer any approach the existing Lender the opportunity to provide any commitment forGroup first, 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) prior to any Additional Lender’s providing such , to provide any Incremental Revolving Commitments if Commitment) or by any Additional Lender (each 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each existing 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachCommitment, an “Incremental Revolving Lender” and, collectively, the “Incremental Revolving Lenders”) ); provided that Agent, the Swing Lender and each Issuing Bank shall have consented in respect each of their sole discretion to such increase, (i) each Additional Lender’s providing such Incremental Revolving Commitments. If any Incremental Revolving Commitments are provided in accordance with this Section 2.16, no Person who is not at the time a Lender will automatically and without further act be deemed selected to provide the Incremental Revolving Commitments until the then-existing Lenders have assumed been provided with a reasonable opportunity to provide all or a portion of such Incremental Revolving Xxxxxx’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 Commitments; provided that none of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each then-existing Lenders will be required to provide any such Incremental Revolving Lender) will equal Commitments without their respective consent. For the percentage avoidance of doubt, no Loan Party or Subsidiary thereof or any Affiliate of the aggregate Revolving Facility Commitments 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 foregoing shall 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 an Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing).; (cd) Any On the applicable Increase Date, each Additional Lender shall be or become a Lender party to this Agreement as of such applicable Increase Date by delivering an Incremental Agreement as of such Increase Date; (e) The Incremental Revolving Commitments shall be subject to the following terms prior satisfaction of conditions precedent to be agreed between the US Administrative Borrower, the Incremental Revolving Lenders providing such Incremental Revolving Commitments, and conditions the Agent, including, without limitation, that Agent shall have received on or before the Increase Date the following, each dated such date: (i) (A) a certificate of an Authorized Person certifying to resolutions of such Loan Party’s Board of Directors or sole member, as applicable, approving the Incremental Revolving Commitments, the borrowing of Revolving Loans thereunder and the corresponding modifications to this Agreement and such other matters as requested by Agent and (B) if requested by Agent, an opinion of counsel for the Borrowers, in form and substance reasonably satisfactory to Agent; (ii) an Incremental Agreement from each Additional Lender in form and substance satisfactory to Agent (each, an “Incremental Agreement”), duly executed by such Additional Lender, Agent (at the direction of the Required Lenders) and the Administrative Borrowers; and (iii) such other documents, certificates, opinions, or other items (that are substantially consistent with the items delivered on the Closing Date, but in any event no Default new or Event supplemental debenture under English law shall be required to be delivered in connection with such Incremental Revolving Commitments) as may be reasonably requested by Agent or the Incremental Revolving Lenders providing such Incremental Revolving Commitments; (f) On the applicable Increase Date, upon fulfillment of Default the conditions set forth in Section 2.16(e), Agent shall have occurred notify the Lender Group (including each Additional Lender) and be continuing or would result from the US Administrative Borrower of the incurrence of the Incremental Revolving Commitments to be effected on the related Increase Date and shall record in the Register the relevant information with respect to the Incremental Revolving Lenders on such date. (g) Upon any Increase Date on which any Incremental Revolving Commitments are effected if, on such Increase Date, there are any Revolving Loans outstanding, each of the Lenders that has an existing Revolver Commitment or Revolving Loan, as applicable, shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each such Lender, at par, such interests in the Revolving Loans outstanding on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the Lenders with existing Revolver Commitments or Revolving Loans, as applicable, and Incremental Revolving Lenders ratably in accordance with their Revolver Commitments after giving effect to the addition of such Incremental Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At So long as the Incremental Loan Commitment Requirements are satisfied at the time of the delivery of the request referred to below, the Company shall have the right in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.22 (and Administrative Agent agrees to so coordinate), but without requiring the consent of any of the Lenders, to request at any time and from time to timetime after the Closing Date, that one or more Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders as provided below) provide Incremental Revolving Commitments and, subject to the applicable terms and conditions set forth hereincontained in this Agreement, make Revolving Loans and participate in Letters of Credit pursuant thereto; provided, however, that: (i) no Lender shall be obligated to provide an Incremental Revolving Commitment as a result of any such request by the Borrower mayCompany, by notice and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Commitment and executed and delivered to the Administrative Agent an Incremental Revolving Commitment Agreement in respect thereof as provided in clause (whereupon b) of this Section 2.22, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Commitment as in effect prior to giving effect to such Incremental Revolving Commitment provided pursuant to this Section 2.22; (ii) any Lender (including any Eligible Assignee who will become a Lender) may so provide an Incremental Revolving Commitment without the Administrative Agent shall promptly deliver a copy to each consent of any other Lender; provided that the consent of the LendersIssuing Lenders shall be required for any Lender providing an Incremental Revolving Commitment (such consent not to be unreasonably withheld or delayed), establish one or more increases ; (iii) each provision of Incremental Revolving Commitments on a given date pursuant to this Section 2.22 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Assignee who will become a Lender)) of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof; (iv) the aggregate amount of all Incremental Revolving Facility Commitments provided pursuant to this Section 2.22 plus the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.21 shall not exceed $250,000,000; and (v) all obligations of the Borrowers in connection with Incremental Revolving Commitments (and all Revolving Loans, interest, fees, obligations to reimburse drawings under Letters of Credit and other amounts payable thereon) shall be Obligations under this Agreement and the “Incremental Revolving Commitments”)other applicable Loan Documents. Notwithstanding anything to the contrary hereinin Section 2.21 or Section 2.22, Incremental Revolving Commitments provided prior to the Closing Date (“Pre-Closing Incremental Revolving Commitments”) and Incremental Revolving Commitments provided within six months after the Closing Date, to the extent not exceeding $212,000,000 in the aggregate, will not be counted against the limits set forth in clause (iv) of either Section 2.21 or Section 2.22. In the case of Pre-Closing Incremental Revolving Commitments, in lieu of compliance with the first sentence of Section 2.22(b), and provided that all other requirements of this Section 2.22 shall have been satisfied, the aggregate amount provision of such Pre-Closing Incremental Revolving Commitments may be implemented by execution of an addendum to this Credit Agreement in form acceptable to the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment Lender providing such commitments, the Administrative Agent and the Company. (b) At the time of the provision 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 (or such lesser minimum amount reasonably approved by 2.22, 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 provideBorrowers, 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 and each case, such consent not Lender or other Eligible Assignee which agrees to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such provide an Incremental 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 become effective pursuant to an amendment Commitment (each, an “Incremental Facility AmendmentRevolving Lender”) shall execute and deliver to this Agreement andthe Administrative Agent an Incremental Revolving Commitment Agreement, as appropriate, with the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing effectiveness of such Incremental Revolving Commitments Lender’s Incremental Revolving Commitment to occur on the date set forth in such Incremental Revolving Commitment Agreement, which date in any event shall be no earlier than the date on which (but i) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without the consent of limitation, any other Lender) and agreed upon up-front or arrangement fees owing to the Administrative AgentAgent (or any Affiliate thereof)), (ii) all Incremental Loan Commitment Requirements are satisfied, (iii) all other conditions set forth in this Section 2.22 shall have been satisfied and (iv) all other conditions precedent that may be set forth in such Incremental Revolving Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees thatRevolving Commitment Agreement, 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to at such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increasetime, (i) each such Incremental the Total Revolving Lender will automatically Commitments under, and without further act for all purposes of, this Agreement shall be deemed to have assumed a portion of such Revolving Xxxxxx’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 increased by 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 amount of such Incremental Revolving Commitments, (ii) Schedule 1.1A shall be deemed modified to reflect the arrangement or similar fees for any Incremental revised Revolving Commitments shall be as determined by of the Borrower and the arranger or the lenders providing such Incremental Revolving Commitments affected Lenders and (iii) except as otherwise provided in clause (ii)to the extent requested by any Incremental Revolving Lender, all other terms of a Note will be issued, at the Company’s expense, to such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving FacilityLender. (dc) The proceeds At the time of the effective date of any Incremental Revolving Commitments will be used for general corporate purposes pursuant to this Section 2.22, the Borrowers shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Revolving Lenders, and incur additional Revolving Loans from certain other Revolving Credit Lenders (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and any other transaction not prohibited hereunderthe Incremental Revolving Lenders). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 each 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 necessary so that all of the Revolving Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitments (after giving effect to any increase in the Total Revolving Commitments pursuant to this Section 2.22) and with the Borrowers being obligated to pay to the respective Revolving Lenders any costs of the type referred to in Section 2.18 in connection with any 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)repayment and/or Borrowing.

Incremental Revolving Commitments. (a) 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 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 XxxxxxLender’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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such XxxxxxLender’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 XxxxxxLender’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 Commitments of all Lenders presented by such XxxxxxLender’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time Subject to the terms and from time conditions set forth herein, each Incremental Lender severally agrees to timeprovide Incremental Revolving Commitments to the Borrower on the Amendment Effective Date in an aggregate commitment amount equal to its Incremental Revolving Commitment set forth opposite such Incremental Lender’s name on Schedule 1 hereto. (b) The 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 identical terms to the existing Commitments and the existing Revolving Loans, respectively, under the Credit Agreement. (c) The Incremental Revolving Commitments and the Incremental Revolving Loans shall be subject to the provisions of the Credit Agreement as amended hereby and the other Loan Documents. On the Amendment Effective Date, 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 for all purposes of the Lenders)Loan Documents, establish one or more increases in the Revolving Facility Commitments (the “i) each Incremental Revolving CommitmentsCommitment shall constitute a “Commitment”). Notwithstanding anything to the contrary herein, the aggregate amount (ii) each Incremental Revolving Loan shall constitute a “Revolving Loan” and (iii) each Incremental Lender shall be a “Lender” and shall have all of the Incremental Revolving Commitments rights and 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 (or 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 perform all of the relevant Incremental obligations of a Lender holding a Commitment or a 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)Loan, in each case, on terms permitted under the Credit Agreement (as amended by this Section 2.21Amendment). (d) On the Amendment Effective Date, 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 subject to the effectiveness of each Incremental Facility Amendment. Each satisfaction (or waiver) of the parties 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 evidenced thereby. Upon each increase conditions in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increase4 hereof, (i) each such Incremental Revolving then-existing 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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject immediately prior 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 Revolving 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) 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 shall become effective unless, on the 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 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).Effective

Incremental Revolving Commitments. (a) At any time and from time to timetime prior to the Maturity Date, 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 request to increase the existing Revolving Commitments under either Facility Commitments (the “Incremental Revolving Commitments”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenant contained in Section 6.08 recomputed as of the last day of the most recent fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01, and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million500,000,000. Each establishment exercise of the Borrower’s right to seek Incremental Revolving Commitments pursuant to this Section 2.21 shall be in a minimum an integral multiple of $1,000,000 and be in an aggregate principal amount of that is not less than $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent)25,000,000. (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. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Revolving Commitments may be provided by (any such bank, financial institution, existing Lender (it or other Person being understood that no existing Lender will have called an obligation “Additional Lender”) shall be reasonably satisfactory 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 and the Administrative Agent shall have consented (in each caseand, such consent if not to be unreasonably withheldalready a Lender, delayed or conditioned) to any Additional Lender’s providing such Incremental 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 become effective a Lender under this Agreement pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower PartiesBorrower, each Lender or such Additional Lender providing such and the Administrative Agent. No Lender shall be obligated to provide any Incremental Revolving Commitments (but Commitment unless, in its sole discretion, it so agrees. An Incremental Facility Amendment may, without the consent of any other Lender) and Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility AmendmentAmendment shall, this Agreement unless otherwise agreed to by the Administrative Agent and the other Loan DocumentsAdditional Lenders, as applicable, shall be deemed amended subject to the extent (but only to satisfaction on the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments date thereof (each, an “Incremental Revolving LenderFacility Closing Date”) 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 and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding conditions set forth in Section 4.02 (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of it being understood that 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 references 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on “the date of such effectiveness, the representations and warranties set forth Borrowing” 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 Section 4.02 shall be deemed to refer to the extent such representations and warranties expressly relate Incremental Facility Closing Date). The Administrative Agent shall receive not less than 10 Business Days’ advance notice (or shorter, if agreed by the Administrative Agent) prior 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)any proposed Incremental Facility Closing Date.

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, establish one or more increases in request during the Revolving Facility Commitments (Commitment Period the “establishment of Incremental Revolving Commitments”), provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Notwithstanding anything Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall 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 contrary hereinAdministrative Agent, (ii) the aggregate amount of the Incremental Revolving Commitments being requested (which shall not exceed be an amount equal not less than $5,000,000) and (iii) the identity of each Person proposed to $100.0 million. Each establishment of become an Incremental Revolving Commitments pursuant Lender in connection therewith (it being agreed that (x) any Lender approached to this 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, if such approval would then be required under Section 2.21 shall 10.6(c) for an assignment to such Person of a Commitment or Loan, must be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)). (b) Each notice from The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and 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 pursuant determines to this Section 2.21 shall set forth increase the requested amount and proposed terms interest rate or fees payable in respect of the relevant Incremental Revolving Commitments. 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 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 be; provided by any existing Lender (it being understood further that no existing Lender will have an obligation to provide, and the Borrower Parties shall have no obligation at its election may pay upfront or closing fees with respect to offer any existing Lender the opportunity to provide any commitment for, 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, 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 Incremental Revolving Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant unless (i) on the date of effectiveness thereof, both immediately prior to an amendment (each, an “Incremental Facility Amendment”) and immediately after giving effect to this 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 and assuming that the consent full amount 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachshall have been funded as Loans on such date), an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties of each Credit Party set forth in the Loan Credit Documents are shall be true and correct in all material respects (or, A) in the case of any the representations and warranties qualified by materiality or Material Adverse Effectas to materiality, in all respects and (B) otherwise, in all material respects) as of such date with the same effect as though made , in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to the extent such representations and warranties expressly relate to an earlier date (a prior date, in which such case such representations representation and warranties 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 an Authorized Officer of the Borrower, confirming compliance with the condition set forth in clause (i) above 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 Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent 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 the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such earlier Incremental Revolving Lender and (ii) the Maximum Credit shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, 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 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 Revolving 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. In addition, on such effective date, each of the Lenders holding a Revolving Commitment prior to such date (the “Pre-Increase Revolving Lenders”) shall automatically and without any further action by any party be deemed to have assigned to the Incremental Revolving Lenders on such date (the “Post-Increase Revolving Lenders”), and the Post-Increase Revolving Lenders will automatically and without any further action by any party be deemed to have assumed and purchased from the Pre-Increase Revolving Lenders, such participation interest in the Letter of Credit Obligations, Swing Line Loans and Protective Advances outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such deemed assignments and assumptions, the Letter of Credit Obligations shall be held by each Pre-Increase Revolving Lender and each Post-Increase Revolving Lender ratably in accordance with its Ratable Share after giving effect to the Incremental Revolving Commitments.

Incremental Revolving Commitments. (a) At The Company and 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 Lenders (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments (including New Lenders but without the consent of any other Lender) may from time to time agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this paragraph shall not exceed $100,000,000 and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than 4 Increased Facility Closing Dates may be selected by the Company after the Effective Date. In connection with any increase described in this paragraph, (i) the Company shall provide the Administrative Agent with certificates and legal opinions as the Administrative Agent may reasonably request, (ii) the representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the Increased Facility Closing Date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date) and (iii) at the time of and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit J, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent. The Administrative Agent , on each Increased Facility Closing Date (i) the Borrowers shall promptly notify borrow Revolving Loans under the relevant increased Commitments from each Lender as participating in the relevant increase in an amount determined by reference to the effectiveness amount of each Incremental Type of Loan (and, in the case of Eurocurrency Loans, of each Eurodollar Borrowing) which would then have been outstanding from such Lender if (x) each such Type or Eurocurrency Borrowing had been borrowed or effected on such Increased Facility Amendment. Each Closing Date and (y) the aggregate amount of the parties hereto hereby agrees thateach such Type or Eurocurrency Borrowing requested to be so borrowed or effected had been proportionately increased, 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 extentii) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachNew Lender, an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving New Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Commitment increase and 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 New Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such XxxxxxLender’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, Applicable Percentage after giving effect to such Xxxxxx’s Incremental Revolving the new Commitments, . The Eurocurrency Rate applicable to any Eurocurrency Loan borrowed pursuant to the percentage preceding sentence shall equal the Eurocurrency Rate then applicable to the Eurocurrency Loans of the aggregate Revolving Facility Commitments held by each Lender other Lenders in the same Eurocurrency Borrowing (including each such Incremental Revolving Lender) will equal or, until the percentage expiration of the aggregate Revolving Facility Commitments of all Lenders presented by then-current Interest Period, such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments other rate as shall be subject to agreed upon between 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 Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the applicable Borrower and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (iirelevant Lender), all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facility. (d) The proceeds Notwithstanding anything to the contrary in this Agreement, each 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 shall become effective unlessparties hereto hereby agrees that, on the date of such effectivenesseach Increased Facility Closing Date, 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 this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of the incremental Commitments evidenced thereby. Any such representations deemed amendment may be effected in writing by the Company. the Administrative Agent and warranties expressly relate the Lenders participating in the relevant increase and furnished 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).the other parties hereto. ARTICLE III

Incremental Revolving Commitments. (a1) At The Company may, 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 request one or more increases in the amount of the Revolving Facility Commitments (the each such increase, an “Incremental Revolving CommitmentsCommitment” and loans in respect thereof, “Incremental Revolving Loans”); provided that upon the effectiveness of any Incremental Revolving Amendment referred to below, subject to Section 1.08, (i) no Default or Event of Default shall exist and (ii) all representations and warranties shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be accurate in all respects). Each Incremental Revolving Commitment shall be in an aggregate principal amount that is not less than $10,000,000 (or such lower amount that either (a) represents all remaining availability under the limit set forth in the next sentence or (b) is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, after the Amendment No. 2 Effective Date, the aggregate amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million250,000,000. Each establishment of Incremental Revolving Commitments notice from the Company 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 (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 2.24 shall set forth the requested amount and proposed terms of the relevant Incremental Revolving CommitmentsCommitment. Incremental Revolving Commitments may be provided made 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 relevant Persons under Section 10.04 has consented (in each case, such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) to any such Lender’s or Additional Lender’s providing such Incremental Revolving Commitments Commitment, if such consent by the Administrative Agent would be required under Section 9.04 10.04 for an assignment of Revolving Loans to such Lender or Additional Lender. Any The Arranger agrees, upon the request of the Company and pursuant to mutually satisfactory engagement and compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such requested Incremental Revolving Commitment; provided that the Arranger’s agreement to use such efforts does not constitute a commitment to provide any such requested Incremental Revolving Commitment. (2) Commitments in respect of Incremental Revolving Commitments shall become effective Revolving Commitments under this Agreement pursuant to an amendment (each, an “Incremental Facility Revolving Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower PartiesBorrowers, each Lender or Additional Lender providing agreeing to provide such Incremental Revolving Commitments (but Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Revolving Amendment may, without the consent of any other Lender) Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrowers, to effect the provisions of this Section 2.24. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Revolving Amendment shall be subject to the satisfaction on the date thereof (each, a “Incremental Revolving Commitment Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Revolving Amendment). The Borrowers may use the proceeds of Revolving Loans provided pursuant to any Incremental Revolving Commitment for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Revolving Commitment unless it so agrees in its sole discretion. Any Lender that fails to respond to a request to increase its Revolving Commitment shall be deemed to have declined such request. For the avoidance of doubt, the Company shall not be required to first offer to any existing Lender the opportunity to provide any Incremental Revolving Commitments. (3) The Incremental Revolving Loans and Incremental Revolving Commitments established pursuant to this paragraph shall constitute Revolving Loans and Revolving Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, as applicableand shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Guaranty and the Security Documents, respectively. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be deemed amended to perfected under the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender UCC or Additional Lender providing such Incremental Revolving Commitments (each, an “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 and Swingline Loans such that, otherwise after giving effect to each the establishment of any such deemed assignment and assumption new Revolving Loans or any such new Revolving Commitments. (4) After giving effect to any Incremental Revolving Commitment, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of participationsthe applicable Incremental Revolving Commitment, the percentage of Lenders (including, without limitation, any Additional Lenders) shall make advances among themselves so that after giving effect thereto the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Revolving Loans will be held by each Lender the Lenders (including each such Incremental Revolving Lender) will equal including, without limitation, any Additional Lenders), pro rata in accordance with the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and Percentages hereunder (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 the applicable 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoingCommitment). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, establish one or more increases in request during the Revolving Facility Commitments (Commitment Period the “establishment of Incremental Revolving Commitments”), provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Notwithstanding anything Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall 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 contrary hereinAdministrative Agent, (ii) the aggregate amount of the Incremental Revolving Commitments being requested (which shall not exceed be an amount equal not less than $5,000,000) and (iii) the identity of each Person proposed to $100.0 million. Each establishment of become an Incremental Revolving Commitments pursuant Lender in connection therewith (it being agreed that (x) any Lender approached to this 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, if such approval would then be required under Section 2.21 shall 10.6(c) for an assignment to such Person of a Commitment or Loan, must be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)). (b) Each notice from The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and 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 pursuant determines to this Section 2.21 shall set forth increase the requested amount and proposed terms interest rate or fees payable in respect of the relevant Incremental Revolving Commitments. 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 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 be; provided by any existing Lender (it being understood further that no existing Lender will have an obligation to provide, and the Borrower Parties shall have no obligation at its election may pay upfront or closing fees with respect to offer any existing Lender the opportunity to provide any commitment for, 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, 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 Incremental Revolving Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant unless (i) on the date of effectiveness thereof, both immediately prior to and DMFIRM #406105327 v12 139 (d) Upon the effectiveness of an amendment Incremental Revolving Commitment of any Incremental Revolving Lender, (each, an “Incremental Facility Amendment”i) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments Commitment shall constitute (but without or, in the consent event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of any other Lendersuch Incremental Revolving Lender and (ii) and the Administrative Agent. The Administrative Agent Maximum Credit shall promptly notify be increased by the amount of such Incremental Revolving Commitment, in each Lender case, subject to further increase or reduction from time to time as to set forth in the effectiveness of each Incremental Facility Amendment. Each definition of the parties hereto hereby agrees thatterm “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Facility AmendmentRevolving Commitment, 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 Revolving Exposure of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21Lender holding such Commitment, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments Pro Rata Shares of all Lenders presented by such Xxxxxx’s the Revolving Facility Commitment and (ii) the Administrative Agent mayLenders, in consultation with the Borrower, take any and all actions as may shall automatically be reasonably necessary adjusted to ensure that, after giving give 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)thereto. (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time and from time to time, subject Subject to the terms and conditions set forth hereinherein 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 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 Borrower mayRevolving Credit Commitments in effect on the date hereof and the Revolving Credit Loans and other extensions of credit made thereunder, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each respectively. Effective as of the LendersFirst Amendment Effective Date (as defined below), establish one the Incremental Revolving Lenders shall be (or more increases in the case of any existing Revolving Facility Commitments (Credit Lenders, shall continue to be) “Revolving Credit Lenders” and “Lenders”, the “Incremental Revolving Commitments shall be “Revolving Credit Commitments” and the loans made thereunder shall be “Revolving Credit Loans” and “Loans”). Notwithstanding anything to , in each case for all purposes of the contrary herein, Amended Credit Agreement and the aggregate amount other Loan Documents. (c) The establishment of the Incremental Revolving Commitments shall not exceed an amount equal be implemented pursuant to $100.0 millionthe procedures specified in Section 2.21(e) of the Credit Agreement and otherwise as set forth in the Credit Agreement. Each establishment of 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 pursuant 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 Section 2.21 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 a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent)each case, absent manifest error. (bd) Each notice from On and as of the Borrower pursuant 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 Section 2.21 Agreement), and each such Revolving Credit Lender shall set forth 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 requested Amended Credit Agreement (calculated immediately after giving effect to this Agreement) of the aggregate amount and proposed available to be drawn under such Letter of Credit. Such participations shall be governed by the terms of Section 2.03 of the relevant Incremental Amended Credit Agreement. (e) The proceeds of any Revolving Commitments. Credit Loans borrowed on the First Amendment Effective Date after giving effect to the Incremental Revolving Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation used to provide, pay fees and expenses in connection with this Amendment 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 Amended Credit Agreement and for other general corporate purposes. (f) The transactions contemplated by this Section 2.212 shall be deemed to have occurred (i) concurrently with the transactions contemplated by Section 3 hereof and (ii) immediately prior to the transactions contemplated by Section 4 hereof. (g) For the avoidance of doubt, or any Additional Lender; provided that outstanding Revolving Credit Borrowings (under and as defined in 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Credit 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 prior to the effectiveness of each Incremental Facility Amendment. Each of this Agreement) shall remain outstanding following the parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 First Amendment shall become effective unless, on the 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 Effective 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)interest period(s) currently applicable thereto.

Incremental Revolving Commitments. (a) At any time a. Each of the Incremental 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 time the Second Incremental Commitment Effective Date to timethe 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 terms and conditions limitations set forth hereinin 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 Borrower mayCredit Agreement. If the undersigned Lender is not already a Lender under the Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by notice its execution of this Agreement, such Lender will, as of the Second Incremental Commitment Effective Date (as defined in Section 4 below), be a party to the Administrative Agent (whereupon Credit Agreement and be bound by the Administrative Agent shall promptly deliver a copy to each provisions of the Lenders)Credit Agreement and, establish one or more increases in to the extent of its new Revolving Facility Commitments (Commitment, have the “rights and obligations of a Lender thereunder. Each such Incremental Revolving Commitments”). Notwithstanding anything Commitment Lender further acknowledges and agrees that after giving effect to all such additional Revolving Commitments on the contrary hereinSecond Incremental Commitment Effective Date, the aggregate amount Revolving Commitment of such Lender shall 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 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.212.19 of the Credit Agreement and pursuant hereto, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increase, (i) each such Incremental Revolving Commitment Lender will shall automatically and without further act be deemed to have assumed a portion of such the Revolving Xxxxxx’s Lenders’ participations hereunder under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such the Incremental Revolving Commitments and the deemed assignment assignments and assumption assumptions of participations, the percentage of the aggregate outstanding (Ai) participations hereunder under the Credit Agreement in Letters of Credit and (Bii) participations hereunder in Swingline Loans held by each Revolving Lender (including each such the Incremental Revolving LenderCommitment Lenders) will be equal the percentage of the aggregate Revolving Facility Commitments 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 ’s Applicable Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Percentage. (c) Any c. The parties hereto acknowledge that Borrower’s request for the Incremental Revolving Commitments shall be subject to described herein constitutes Borrower’s first request for an increase in 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 Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Aggregate 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 Section 2.19 of the existing Revolving FacilityCredit Agreement. (d) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, establish one or more increases in request during the Revolving Facility Commitments (Commitment Period the “establishment of Incremental Revolving Commitments”), provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Notwithstanding anything Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall 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 contrary hereinAdministrative Agent, (ii) the aggregate amount of the Incremental Revolving Commitments being requested (which shall not exceed be an amount equal not less than $5,000,000) and (iii) the identity of each Person proposed to $100.0 million. Each establishment of become an Incremental Revolving Commitments pursuant Lender in connection therewith (it being agreed that (x) any Lender approached to this 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, if such approval would then be required under Section 2.21 shall 10.6(c) for an assignment to such Person of a Commitment or Loan, must be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)). (b) Each notice from The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and 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 pursuant determines to this Section 2.21 shall set forth increase the requested amount and proposed terms interest rate or fees payable in respect of the relevant Incremental Revolving Commitments. 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 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 be; provided by any existing Lender (it being understood further that no existing Lender will have an obligation to provide, and the Borrower Parties shall have no obligation at its election may pay upfront or closing fees with respect to offer any existing Lender the opportunity to provide any commitment for, 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, 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 Incremental Revolving Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant unless (i) on the date of effectiveness thereof, both immediately prior to an amendment (each, an “Incremental Facility Amendment”) and immediately after giving effect to this 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 and assuming that the consent full amount 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachshall have been funded as Loans on such date), an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties of each Credit Party set forth in the Loan Credit Documents are shall be true and correct in all material respects (or, A) in the case of any the representations and warranties qualified by materiality or Material Adverse Effectas to materiality, in all respects and (B) otherwise, in all material respects) as of such date with the same effect as though made , in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to the extent such representations and warranties expressly relate to an earlier date (a prior date, in which such case such representations representation and warranties 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 an Authorized Officer of the Borrower, confirming compliance with the condition set forth in clause (i) above and (iii) the Borrower shall have DMFIRM #406105327 v2 120 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 Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent 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 the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such earlier Incremental Revolving Lender and (ii) the Maximum Credit shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, 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 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 Revolving 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”) DMFIRM #406105327 v2 121 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. In addition, on such effective date, each of the Lenders holding a Revolving Commitment prior to such date (the “Pre-Increase Revolving Lenders”) shall automatically and without any further action by any party be deemed to have assigned to the Incremental Revolving Lenders on such date (the “Post-Increase Revolving Lenders”), and the Post-Increase Revolving Lenders will automatically and without any further action by any party be deemed to have assumed and purchased from the Pre-Increase Revolving Lenders, such participation interest in the Letter of Credit Obligations, Swing Line Loans and Protective Advances outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such deemed assignments and assumptions, the Letter of Credit Obligations shall be held by each Pre-Increase Revolving Lender and each Post-Increase Revolving Lender ratably in accordance with its Ratable Share after giving effect to the Incremental Revolving Commitments. (a) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.24(a) and of the effectiveness 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) At any time and from time to time, subject to the terms and conditions set Schedule 2.01B hereto sets 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 Revolving Commitments 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 exceed an amount equal to $100.0 millionjoint. Each establishment of The Incremental Revolving Commitments pursuant will become effective on the Amendment Effective Date immediately prior to this the effectiveness of the Extension and the amendments to the Credit Agreement provided for in Section 2.21 shall be in a minimum aggregate principal amount of $10.0 million 2 and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent)Section 3 hereof. (b) Each notice from the Borrower pursuant to this The provisions of Section 2.21 shall set forth the requested amount and proposed terms 2.20 of the relevant Credit Agreement will apply to the Incremental Revolving Commitments. Accordingly, except as otherwise provided herein with respect to the Extension (to which each Incremental Revolving Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provideagrees, as set forth in the recitals hereto) and the Borrower Parties shall have no obligation fees payable hereunder on the Amendment Effective Date to offer any existing Lender the opportunity to provide any commitment for, Incremental Lenders in respect of their 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in and the Revolving Facility Loans and other extensions of credit made thereunder shall have the terms applicable to the Revolving Commitments in accordance with this Section 2.21, each Lender immediately effect prior to such increase 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 automatically and without further act for all purposes of the Credit Agreement be deemed to have assigned to each Lender or Additional Lender providing such be the same class as the 2018 Revolving Commitments and Revolving Loans made pursuant thereto. On the Amendment Effective Date, the existing Revolving Lenders and the Incremental Revolving Commitments (each, an “Incremental Revolving Lender”Lenders shall effect the assignments and purchases contemplated by Section 2.20(e) 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 and Swingline Loans such order that, after giving effect to each all such deemed assignment assignments and assumption of participationspurchases and other transactions contemplated hereby, the percentage of the aggregate outstanding (A) such Revolving Loans and any funded participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans will be held by each Lender all the Revolving Lenders (including each such the Incremental Revolving LenderLenders) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) the Administrative Agent may, ratably in consultation accordance with the Borrower, take any and all actions as may be reasonably necessary to ensure that, their Applicable Percentages after giving effect to such Xxxxxx’s the effectiveness of the 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments The fees payable pursuant to Section 2.11(a) and (b) of the Credit Agreement for the account of the Lenders shall be subject calculated so as to take into account the following terms and conditions (i) no Default or Event of Default shall have occurred and be continuing or would result from increase in the incurrence of such Incremental Revolving Commitments, (ii) the arrangement or similar fees for any addition of the Incremental Revolving Commitments shall be as determined by the Borrower Lenders, any prepayments or refinancing of outstanding Loans and the arranger or reallocation of participations in any outstanding Letters of Credit, in each case on 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 FacilityAmendment Effective Date. (d) The proceeds of any Each Incremental Revolving Commitments will Lender, by delivering its signature page to this Amendment, shall be used for general corporate purposes (including financing capital expendituresdeemed to have acknowledged receipt of, Permitted Business Acquisitionsand consented to and approved, Restricted Paymentseach Loan Document and each other document required to be delivered to, refinancing of Indebtedness and or be approved by or satisfactory to, the Administrative Agent or any other transaction not prohibited hereunder)Lenders prior to the Amendment Effective Date. (e) Notwithstanding Each of the foregoingAdministrative Agent, no each Principal Issuing Bank and the Swingline Lender hereby consents to this Amendment and confirms that each Incremental Facility Amendment shall become effective unless, on Revolving Lender and each Replacement Lender (as defined below) not already a Lender under the 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 Credit Agreement is acceptable 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)it.

Incremental Revolving Commitments. (a) At The Borrowers shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.23, but without requiring the consent of the Administrative Agent (except as otherwise provided in this Section 2.23) or the Lenders, to request at any time and from time to timetime on and after the Effective Date and prior to the Extended Maturity Date that one or more Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders) provide Incremental Revolving Commitments and, subject to the applicable terms and conditions set forth hereincontained in this Agreement and the relevant Incremental Revolving Commitment Agreement, the Borrower maymake Revolving Loans and participate in Letters of Credit and Swingline Loans pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Revolving Commitment, by notice and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Commitment and executed and delivered to the Administrative Agent and the Borrowers an Incremental Revolving Commitment Agreement as provided in clause (whereupon b) of this Section 2.23, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Commitment (if any) or participate in any Letters of Credit or Swingline Loans in excess of its Revolving Commitment Percentage, in each case, as in effect prior to giving effect to such Incremental Revolving Commitment provided pursuant to this Section 2.23, (ii) any Lender (including any Person which is an Eligible Assignee who will become a Lender) may so provide an Incremental Revolving Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Revolving Commitment shall promptly deliver a copy to each require the consent of the Administrative Agent, each Issuing Lender and the Swingline Lender (which consents shall not be unreasonably withheld) to provide an Incremental Revolving Commitment pursuant to this Section 2.23, (iii) the aggregate amount of each request (and provision therefor) for Incremental Revolving Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Revolving Commitment pursuant to a given Incremental Revolving Commitment Agreement pursuant to this Section 2.23 (including Persons who are Eligible Assignees and will become Lenders) of at least $10,000,000 (or such lesser amount that is acceptable to the Administrative Agent), establish one or more increases (iv) the aggregate amount of all Incremental Revolving Commitments permitted to be provided pursuant to this Section 2.23, in addition to the Additional Extended Revolving Commitments incurred on the Effective Date, shall not exceed in the Revolving Facility Commitments (aggregate $35,000,000 plus, from and after the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary hereinNon-Extended Maturity Date, the aggregate amount of Non-Extended Revolving Commitments terminated pursuant to Section 2.5(d) hereof, (v) the Applicable Percentages with respect to Loans, Commitment Fees and Letter of Credit Fees in connection with an Incremental Revolving Commitment shall be the same as those applicable to any other Loans, Commitment Fees and Letter of Credit Fees, as the case may be, hereunder, in each case in connection with the Extended Revolving Commitment, immediately prior to the Incremental Revolving Commitments Commitment Date with respect to such Incremental Revolving Commitment, (vi) the up-front fees payable to each Incremental Lender shall not exceed be separately agreed to by the Borrowers, the Administrative Agent and such Incremental Lender, (vii) all Revolving Loans incurred pursuant to an amount equal Incremental Revolving Commitment (and all interest, fees and other amounts payable thereon) shall be Credit Party Obligations under this Agreement and the other Credit Documents and shall be secured by the Security Documents, and guaranteed under the Guaranties, on a pari passu basis will all other Loans secured by each Security Document and guaranteed under the Guaranties, and (viii) each Lender (including any Person which is an Eligible Assignee who will become a Lender) agreeing to $100.0 million. Each establishment provide an Incremental Revolving Commitment pursuant to an Incremental Revolving Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Swingline Loans and Letters of Credit pursuant to Sections 2.2(b)(ii) and 2.3(c), respectively, and make Revolving Loans as provided in Section 2.1(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the other applicable Credit Documents. (b) At the time of the provision 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 (or 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 provide2.23, and the Borrower Parties shall have no obligation to offer any existing Lender the opportunity to provide any commitment foreach Borrower, Incremental Revolving Commitments)each Guarantor, in each case, on terms permitted under this Section 2.21, or any Additional Lender; provided that the Administrative Agent shall have consented (in and each case, such consent not Lender or other Eligible Assignee which agrees to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such provide an Incremental 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 become effective pursuant to an amendment Commitment (each, an “Incremental Facility AmendmentLender”) shall execute and deliver to this Agreement andthe Borrowers and the Administrative Agent an Incremental Revolving Commitment Agreement, as appropriate, appropriately completed (with the other Loan Documents, executed by effectiveness of the Borrower Parties, each Lender or Additional Lender providing Incremental Revolving Commitment provided therein to occur on the date set forth in such Incremental Revolving Commitments Commitment Agreement, which date in any event shall be no earlier than the date on which (but without i) all fees required to be paid in connection therewith at the consent time of any such effectiveness shall have been paid, (ii) all Incremental Revolving Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.23 shall have been satisfied and (iv) all other Lender) and the Administrative Agentconditions precedent that may be set forth in such Incremental Revolving Commitment Agreement shall have been satisfied). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of Revolving Commitment Agreement and, at such time, the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, Extended Revolving Commitments shall be deemed amended to the extent (but only to the extent) necessary modified to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing of such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Lenders. (c) Any It is understood and agreed that the Incremental Revolving Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Revolving Commitment Agreement shall be subject to the following terms and conditions (i) no Default or Event of Default shall have occurred constitute part of, and be continuing or would result from added to, the incurrence Extended Revolving Commitment and each Incremental Lender shall constitute a Lender for all purposes of such Incremental Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the Borrower this Agreement and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (ii), all each other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving FacilityCredit Document. (d) The proceeds At the time of any provision of Incremental Revolving Commitments will be used for general corporate purposes pursuant to this Section 2.23, the Borrowers shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and any other transaction not prohibited hereunderthe Incremental Lenders). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 each 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 necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitments (after giving effect to any increase in the Revolving Commitment pursuant to this Section 2.23) and with the Applicable Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.16 in connection with any 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)repayment and/or borrowing.

Incremental Revolving Commitments. (a) At any Any time and from time to time, subject to after the terms and conditions set forth hereinClosing Date, the Borrower may, by upon written notice to the Administrative Agent (whereupon Agent, increase the Administrative Agent shall promptly deliver a copy to each of the Lenders), establish one or more increases Aggregate Revolving Commitments hereunder as provided in the Revolving Facility Commitments this Section 2.01(d) (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, ; provided that: (i) the aggregate principal amount of all the Incremental Revolving Commitments shall established after the Closing Date will 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 (or such lesser minimum amount reasonably approved by the Administrative Agent).500,000,000; (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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (i) no Default or Event of Default shall have occurred and be continuing or would shall result from after giving effect to any such Incremental Revolving Commitments; (iii) the incurrence 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 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 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, (iiA) none of CGMI, Barclays Capital, Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, RBS Securities Inc. and UBS AG, Stamford Branch, as the arrangement joint lead arrangers hereunder, shall have any obligation to arrange for or similar fees assist in arranging for any Incremental Revolving Commitments without their prior written approval and shall be subject to such conditions, including fee arrangements, as determined by may be provided in connection therewith, (B) none of the Borrower Revolving Lenders, including Citibank and the arranger or the lenders providing such Barclays, shall have any obligation to provide any Incremental Revolving Commitments without their prior written approval and (iiiC) except as otherwise provided in clause (ii)Schedule 2.01(a) will be revised to reflect the Revolving Lenders, all other terms of such Incremental Loans, Revolving Commitments shall be on terms and pursuant to documentation applicable Revolving Commitment Percentages after giving effect to the existing Revolving Facility. (d) The proceeds establishment 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)Commitments. (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time and The Company may from time to time, subject time notify the Administrative Agent that certain of the Lenders designated by the Company and/or that additional lenders shall be added to this Agreement as Incremental Lenders with Commitments for the terms purpose of increasing the existing Commitments (a “Revolving Commitment Increase”) by executing and conditions set forth herein, the Borrower may, by notice delivering 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 “an Incremental Revolving Commitments”). Notwithstanding anything to Loan Activation Notice signed by such Lenders or such additional lenders and specifying (i) the contrary herein, the aggregate amount of the respective Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) the Administrative Agent mayapplicable Revolving Commitment Increase Date, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure otherwise duly completed; provided that, after giving effect to such Xxxxxx’s Revolving Commitment Increase (including the incurrence of any Incremental Revolving Commitments, Loans on the percentage applicable Revolving Commitment Increase Date and use 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 Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment (which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowerproceeds thereof), (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) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (ix) no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount of Commitments shall not exceed $2,000,000,0003,000,000,000. (b) Each 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 would result from after the incurrence 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 Commitment of such Incremental Lender specified in such Incremental Revolving CommitmentsLoan Activation Notice, subject to the terms of this Agreement and the applicable Incremental Revolving 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) On any Revolving Commitment Increase Date, in the event any Loans are then outstanding, (i) each relevant Incremental Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine are necessary in order to cause, after giving effect to such increased Commitments and the application of such amounts to prepay Loans of other relevant Lenders, the Loans to be held ratably by Lenders in accordance with their respective Commitments after giving effect to such increase and (ii) the arrangement or similar fees for any Incremental Revolving Commitments Company and the relevant Subsidiary Borrower shall be as determined by the Borrower deemed to have prepaid and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (ii), reborrowed all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facilityoutstanding Loans. (d) 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 shall become effective unless, on the date terms of such effectivenessSection 10.1(a), the representations Company 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 Administrative Agent shall be true and correct in all material respects as of such earlier date)entitled to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately include, or provide for the integration of, any Revolving Commitment Increase under this Agreement.

Incremental Revolving Commitments. (a) At The Borrower and any time and one or more Lenders (including New Lenders), with the consent of the Administrative Agent, may from time to timetime agree that such Lenders shall make, subject to obtain or increase the terms amount of their Maximum Credit Amounts by executing and conditions set forth herein, the Borrower may, by notice delivering to the Administrative Agent an Increased Facility Activation Notice specifying (whereupon i) the Administrative Agent shall promptly deliver a copy to each amount of such increase and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required 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 incremental amounts obtained after the Incremental Revolving Commitments Effective Date pursuant to this paragraph shall not exceed an amount equal to $100.0 million. Each establishment 150,000,000 and (ii) without the consent of Incremental Revolving Commitments the Administrative Agent, (x) each increase effected pursuant to this Section 2.21 paragraph shall be in a minimum aggregate principal amount of at least $10.0 million 25,000,000 and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved y) no more than 4 Increased Facility Closing Dates may be selected by the Administrative Agent)Borrower after the Effective Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Each notice from Any additional bank, financial institution or other entity which, with the consent of 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 (which consent shall have consented (in each case, such consent not to be unreasonably withheld), delayed elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.09(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit J, whereupon such bank, financial institution or conditionedother entity (a “New Lender”) shall become a Lender for all purposes and to any Additional Lender’s providing such Incremental Revolving Commitments the same extent as if such consent originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent would Agent, on each Increased Facility Closing Date (i) any Loans thereafter shall be required made under Section 9.04 for an assignment the relevant increased Maximum Credit Amounts from each Lender participating in the relevant increase and shall be determined by reference to the amount of Loans to such Additional Lender. Any Incremental Revolving Commitments shall become effective pursuant to an amendment each Type of Loan (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriatein the case of Eurodollar Loans, 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 Eurodollar Borrowing) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Borrowing had been borrowed or effected on such Increased Facility Amendment. Each Closing Date and (y) the aggregate amount of the parties hereto hereby agrees thateach such Type or Eurodollar Borrowing requested to be so borrowed or effected had been proportionately increased, 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 extentii) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachNew Lender, an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving New Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such increase and 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 New Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such XxxxxxLender’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, Applicable Percentage after giving effect to such Xxxxxx’s Incremental Revolving the new Commitments, . The rate applicable to any Eurodollar Loan borrowed pursuant to the percentage preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the aggregate Revolving Facility Commitments held by each Lender other Lenders in the same Eurodollar Borrowing (including each such Incremental Revolving Lender) will equal or, until the percentage expiration of the aggregate Revolving Facility Commitments of all Lenders presented by then-current Interest Period, such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments other rate as shall 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 Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by agreed upon between 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) 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 hereunderrelevant Lender). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower mayThe Company may on one or more occasions, by written notice to the Administrative Agent (whereupon Agent, request the Administrative Agent shall promptly deliver a copy to each establishment of the Lenders), establish one or more increases in the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything to ; provided that the contrary hereinaggregate amount of all the Incremental Revolving Commitments established hereunder shall not exceed US$750,000,000 less, solely during any Non-Investment Grade Covenant Period, the aggregate principal amount of Indebtedness then outstanding under Section 6.01(b)(vii). Each such notice shall specify (i) the date on which the Company proposes that the Incremental Revolving Commitments shall be effective, and (ii) the amount of the Incremental Revolving Commitments shall not exceed an amount equal being requested (it being agreed that (x) any Lender approached to $100.0 million. Each establishment of provide any Incremental Revolving Commitments pursuant Commitment may elect or decline, in its sole discretion, to this Section 2.21 shall provide such Incremental Revolving Commitment and (y) any Person that the Company proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be in a minimum aggregate principal amount of $10.0 million an Eligible Assignee and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount must be reasonably approved by acceptable to 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, each Issuing Bank and the Borrower Parties shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental Revolving Commitments)Swingline Lender, 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 case not to be unreasonably withheld, delayed or conditionedconditioned and solely to the extent the consent of the Administrative Agent, the Issuing Banks or the Swingline Lender, as the case may be, would be required for an assignment to such Person pursuant to Section 10.04). (b) The terms and conditions of any Incremental Revolving Commitment and the Loans and other extensions of credit to any Additional Lender’s be made thereunder shall be identical to those of the Revolving Commitments and the Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans. (c) The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Company, each Incremental Revolving Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would (with the Administrative Agent hereby agreeing that its consent thereto shall not be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any unreasonably withheld, conditioned or delayed); provided that no Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions unless (i) no Default or Event of Default shall have occurred and be continuing or would result from on the incurrence date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Revolving Commitments and the making of any Loans thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Loan Parties set forth in the Loan 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 of effectiveness, except in the case of any such representation or warranty that expressly relates to a prior date, in which case such representation or warranty shall be so true and correct on and as of such prior date, and (iii) the Company shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents and customary reaffirmations by the Guarantors as shall have been reasonably requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Company, 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 “Revolving Lender” and a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Revolving Lenders and Lenders hereunder and under the other Loan Documents and shall be bound by all agreements, acknowledgements and other obligations of Revolving Lenders and Lenders hereunder and under the other Loan Documents and (ii) (A) such 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 (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as provided herein. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Applicable Percentages of all the Revolving Lenders shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, (iii) the arrangement or similar fees for any Incremental aggregate principal amount of the Revolving Commitments shall be as determined by Loans outstanding (the Borrower and “Existing Revolving Borrowings”) immediately prior to the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (ii), all other terms effectiveness of such Incremental Revolving Commitments shall be deemed to be repaid, (ii) each Incremental Revolving Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to the Administrative Agent in same day funds and in the applicable currency 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 amount of each Resulting Revolving Borrowing (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 amount of each corresponding Existing Revolving Borrowing, (iii) each Incremental Revolving Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to Administrative Agent in same day funds and in the applicable currency an amount equal to 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 amount of each Resulting Revolving Borrowing, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) 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 amount of each Existing Revolving Borrowing, 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 amount of each corresponding Resulting Revolving Borrowing, (v) after the effectiveness of such Incremental Revolving Commitments, the applicable Borrowers shall be deemed to have requested new Revolving Borrowings (the “Resulting Revolving Borrowings”) in amounts and currencies equal to the amount and currencies of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Company shall, on terms behalf of all applicable Borrowers, deliver such Borrowing Request), (vi) 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 (vii) the applicable Borrowers shall pay each Revolving Lender any and all accrued but unpaid interest on its Revolving Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to documentation applicable clause (i) above shall be subject to compensation by the Borrowers pursuant to the existing provisions of Section 2.13 if the date of the effectiveness of such Incremental Revolving FacilityCommitments occurs other than on the last day of the Interest Period relating thereto. (df) The proceeds Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to in paragraph (a) of this Section and of the effectiveness 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 shall become effective unless, on the date of such effectiveness, the representations and warranties set forth in the Loan Documents are true and correct in all material respects (orCommitments, in each case advising the case Lenders of any representations the details thereof and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date with the same Applicable Percentages of the Revolving Lenders after giving 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)thereto.

Incremental Revolving Commitments. (a) At any time 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 from time to time, subject to the terms and conditions set forth hereinbelow (provided, that without limitation, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each availability 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 Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of Incremental Revolving Commitments Credit Extensions 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions occurrence of the Specified Acquisition Closing Date (as defined below)). (b) On the Specified Acquisition Closing Date, (i) no Default or Event each of Default the existing Lenders shall have occurred assign to each of the Incremental Lenders, and be continuing or would result each of the Incremental Lenders shall purchase from the incurrence each of such existing Lenders, at the 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 that will result in, 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 Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of the Incremental Revolving Commitments, Commitments hereby; (ii) the arrangement or similar fees for any each Incremental Revolving Commitments Commitment shall be deemed, 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 determined by any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to the Borrower and the arranger or the lenders providing such 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 deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) except appoints and authorizes the Administrative Agent to take such action as otherwise provided 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 clause (ii), accordance with their terms all other of the obligations which by the terms of such Incremental Revolving Commitments shall the Credit Agreement are required to be on terms and pursuant to documentation applicable to the existing Revolving Facilityperformed by it as a Lender. (d) The proceeds of any Any borrowings under the Revolving Facility (including pursuant to the Incremental Revolving Commitments will 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 on 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 financing permitted acquisitions and capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing ) of Indebtedness the Borrower and any other transaction not prohibited hereunder)its subsidiaries. (e) For each Incremental 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 foregoingcontrary in the Credit Agreement or any other Credit Documents, no prior to the earlier of (x) the Specified Acquisition Closing Date and (y) the date on which the Incremental Facility Amendment Revolving Commitments are terminated pursuant to Section 6(i) hereof, the Borrower shall become effective unlessnot pay to the Administrative Agent, for the ratable benefit of the Incremental Revolving Lenders, Commitment Fees on the date average daily unused amount of such effectivenessthe 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 representations and warranties Administrative Agent that is an Incremental Lender), ticking fees (the “Ticking Fees”) in an amount equal to the percentage set forth in the Loan Documents are true and correct grid below (determined in all material respects (or, accordance with the definition of “Applicable Margin” in the case Credit Agreement) on the excess of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects(x) such Incremental Lender’s Amended Commitment (as of such date with defined below) over (y) its Revolving Commitment under the same effect as though made on and as of such date, except Credit Agreement immediately prior to the extent such representations Initial Effective Date, accruing from and warranties expressly relate including the Initial Effective Date, until the earlier of (A) the Specified Acquisition Closing Date and (B) the date that the Incremental Revolving Commitments terminate without the Specified Acquisition Closing Date having occurred pursuant to an earlier date Section 6(i) hereof (calculated on the basis of the actual number of days elapsed in which such case such representations and warranties 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 true and correct in all material respects an amount equal to 0.50% on the excess of (x) such Incremental Lender’s Amended Commitment (as of such earlier date).defined below) over (y) its Revolving Commitment under the Credit Agreement immediately prior to the Initial Effective Date. The

Incremental Revolving Commitments. (a1) At any time and The Borrower may, by written notice to the Administrative Agent 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 request Incremental Term Loan Commitments and/or increases in the Revolving Facility Commitments of any Class (a “Revolving Commitment Increase”) or the establishment of a new Class of Revolving Commitments or Extended Revolving Commitments (such new Class of Commitments, an “Additional Revolving Commitment” and, together with any Revolving Commitment Increases, the “Incremental Revolving Commitments”). Notwithstanding anything , as applicable, in an aggregate amount for any such incurrence (excluding Refinancing Term Loans and any Additional Revolving Commitments that are established concurrently with the reduction in any then existing Class of Revolving Commitments) not to exceed the sum of (i) the then remaining Incremental Amount and (ii) an unlimited amount, so long as, to the contrary hereinextent (A) such Commitments are secured, the aggregate pro forma Consolidated Secured Net Leverage Ratio does not exceed 3.50 to 1.00 or (B) such Commitments are unsecured, the pro forma Consolidated Net Leverage Ratio does not exceed 4.50 to 1.00Borrower shall be in compliance on a Pro Forma Basis with Section 8.11 immediately after giving effect to such incurrence (in each case, excluding cash proceeds of such Incremental Commitments from cash and cash equivalents and treating any Incremental Revolving Commitments as fully drawn), from one or more Eligible Assignees (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan or additional Revolving Commitment without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan or Revolving Commitment, as applicable, to such Person) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their sole discretion. Such notice shall set forth (i) the amount of the Incremental Revolving Term Loan Commitments shall not exceed an amount equal to $100.0 million. Each establishment of and/or Incremental Revolving Commitments pursuant to this Section 2.21 being requested (which shall be in a minimum aggregate principal amount of $10.0 million 25,000,000 and integral multiples minimum increments of $1.0 million 10,000,000, or remaining permitted amount or, in excess thereof (or each case, 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) (x) in the Administrative Agent maycase of Incremental Term Loan Commitments, in consultation with whether the Borrower, take any and all actions as may Incremental Term Loans to be reasonably necessary to ensure that, after giving effect borrowed pursuant to such Xxxxxx’s Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (y) in the case of any Incremental Revolving Commitments, the percentage of the aggregate whether such Revolving Facility Commitments 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 Xxxxxx’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 are to be prepaid with the proceeds an increase in any existing Class of Revolving Commitments or a new Borrowing, (ii) by causing non-increasing Lenders to assign portions Class of their outstanding Loans to Incremental Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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 the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as otherwise provided in above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment or Incremental Revolving Commitments. Each Additional Credit Extension Amendment pursuant to this clause (ii), all other d) shall specify the terms of such the applicable Incremental Term Loans and/or Incremental Revolving Commitments; provided that: (i) any Revolving Commitment Increases shall have the same terms as the then existing Revolving Commitments (except for upfront and arrangement fees); (ii) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (iii) (a) the Maturity Date of any Incremental Term Loans or Additional Revolving Commitments shall be no earlier than the then Latest Maturity Date, (b) no Incremental Term Loans shall require scheduled amortization payments in excess of 15.0% per annum of the original principal amount thereof and (c) there shall be no scheduled amortization of any Additional Revolving Commitment prior to the Latest Maturity Date of any Revolving Commitment; (iv) [reserved]; (v) [reserved]; (vi) subject to the above, any Incremental Term Loans and Additional Revolving Commitments shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans or Additional Revolving Commitments (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Revolving Facility.Lenders); and (dvii) The subject to Section 1.10, no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.01(d) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment or Incremental Revolving Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of any Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans or Incremental Revolving Commitments will be used for general corporate purposes (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing and the incurrence of Indebtedness and any other transaction not prohibited hereunder). thereunder (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the date of such effectiveness, the representations and warranties set forth in the Loan Documents are true and correct in all material respects (orassuming, in the case of Incremental Term Loan Commitments, that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (iv) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any representations and warranties qualified increase of any existing Class of Revolving Commitments or Term Loans, the Lenders shall take any action as may be reasonably required by materiality or Material Adverse Effect, in all respects) as the Administrative Agent to ensure that the Borrowings of such date Class are held by the Lenders of such Class on a pro rata basis in accordance with the same effect as though made on and as respective amount of Revolving Commitments or Term Loans 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)Class held by each Lender.

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent Agent, request during the Revolving Availability Period, the establishment of Incremental Revolving Commitments, provided that (whereupon i) the aggregate amount of all the Incremental Revolving Commitments from and after the Second Amendment Effective Date shall not exceed $1200,000,000 and (ii) each Incremental Revolving 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 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 shall promptly deliver a copy to each of and (B) 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 Revolving Commitments shall not exceed an amount equal being requested (it being agreed that (x) any Lender approached to $100.0 million. Each establishment of provide any Incremental Revolving Commitments pursuant Commitment may elect or decline, in its sole discretion, to this Section 2.21 shall 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 in a minimum aggregate principal amount of $10.0 million an Eligible Assignee and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount must be reasonably approved by acceptable to the Administrative AgentAgent and each Issuing Bank and the Swingline Lender). (b) Each notice from the Borrower pursuant The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to this Section 2.21 be made thereunder shall set forth the requested amount and proposed terms be identical to those of the relevant Incremental Revolving Commitments. Commitments and Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans. (c) The Incremental Revolving Commitments may shall be provided effected pursuant to one or more Incremental Facility Agreements executed and delivered by any existing Lender (it being understood that no existing Lender will have an obligation to providethe Borrower, and the Borrower Parties shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, each 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 Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions unless (i) no Default or Event of Default shall have occurred and be continuing or would result from on the incurrence date of such Incremental Revolving Commitmentseffectiveness thereof, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the Borrower both immediately prior to and the arranger or the lenders providing immediately after giving effect to such Incremental Revolving Commitments and (iii) except as otherwise provided in clause the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii), all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facility. (d) 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 shall become effective unless, on the date of such effectivenesseffectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents are shall be true and correct in all material respects (or, A) in the case of any the representations and warranties qualified by materiality or Material Adverse Effectas to materiality, in all respects and (B) otherwise, in all material respects) as of such date with the same effect as though made , in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to the extent such representations and warranties expressly relate to an earlier date (a prior date, in which such case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier 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 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 related transactions under this Section and (v) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (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 respect of the 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 respect of the Revolving Commitments and the Revolving Loans) hereunder and shall be bound by all agreements, acknowledgements and 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 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 increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender 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 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 Revolving Commitment. (f) [Intentionally Omitted] (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.21(a) and of the effectiveness 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) At any time and The Company may from time to time, subject time notify the Administrative Agent that certain of the Lenders designated by the Company and/or that additional lenders shall be added to this Agreement as Incremental Lenders with Commitments for the terms purpose of increasing the existing Commitments (a “Revolving Commitment Increase”) by executing and conditions set forth herein, the Borrower may, by notice delivering 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 “an Incremental Revolving Commitments”). Notwithstanding anything to Loan Activation Notice signed by such Lenders or such additional lenders and specifying (i) the contrary herein, the aggregate amount of the respective Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) the Administrative Agent mayapplicable Revolving Commitment Increase Date, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure otherwise duly completed; provided that, after giving effect to such Xxxxxx’s Revolving Commitment Increase (including the incurrence of any Incremental Revolving Commitments, Loans on the percentage applicable Revolving Commitment Increase Date and use 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 Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment (which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowerproceeds thereof), (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) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (ix) no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount of Commitments shall not exceed $2,000,000,000. (b) Each 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 would result from after the incurrence 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 Commitment of such Incremental Lender specified in such Incremental Revolving CommitmentsLoan Activation Notice, subject to the terms of this Agreement and the applicable Incremental Revolving 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) On any Revolving Commitment Increase Date, in the event any Loans are then outstanding, (i) each relevant Incremental Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine are necessary in order to cause, after giving effect to such increased Commitments and the application of such amounts to prepay Loans of other relevant Lenders, the Loans to be held ratably by Lenders in accordance with their respective Commitments after giving effect to such increase and (ii) the arrangement or similar fees for any Incremental Revolving Commitments Company shall be as determined by the Borrower deemed to have prepaid and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (ii), reborrowed all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facilityoutstanding Loans. (d) 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 shall become effective unless, on the date terms of such effectivenessSection 10.1(a), the representations Company 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 Administrative Agent shall be true and correct in all material respects as of such earlier date)entitled to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately include, or provide for the integration of, any Revolving Commitment Increase under this Agreement.

Incremental Revolving Commitments. (a) At any time and from time Pursuant 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 Section 2.16 of the Lenders)Credit Agreement, establish one or more increases in the Revolving Facility Commitments (the “each 2022 Incremental Revolving Commitments”)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 in a principal amount not to exceed its respective 2022 Incremental Revolving Commitment, in accordance with this Second Amendment and the Credit Agreement. Notwithstanding anything to the contrary herein, the The aggregate amount of the 2022 Incremental Revolving Commitments shall not exceed an amount equal to on the Second Amendment Effective Date is $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 (or such lesser minimum amount reasonably approved by the Administrative Agent)15,000,000. (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 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 The 2022 Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an constitute “Incremental Facility Amendment”) to this Agreement and, as appropriate, Revolving Commitments” for all purposes under 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 parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Credit 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any If and when 2022 Incremental Revolving Commitments shall be subject to Loans are incurred under the following terms and conditions 2022 Incremental Revolving Commitment, such 2022 Incremental Revolving Loans (i) no Default or Event shall be treated and deemed to constitute the same Class as the Revolving Loans for all purposes of Default shall have occurred the Credit Agreement and be continuing or would result from the incurrence of such Incremental Revolving Commitmentseach other Loan Document, (ii) the arrangement or similar fees for any terms and provisions of the 2022 Incremental Revolving Commitments Loans shall be identical to those of the existing Class of Revolving Loans outstanding on the date hereof as determined by set forth in the Borrower Existing Credit Agreement, including, without limitation, Section 2.10 of the Credit Agreement and the arranger or the lenders providing such Incremental Revolving Commitments Applicable Rate and (iii) except as otherwise provided in clause the 2022 Incremental Revolving Loans shall (ii), and all other terms of Revolving Loans incurred pursuant to such 2022 Incremental Revolving Commitments shall be on terms shall) rank pari passu in right of payment and pursuant to documentation applicable to of security with the existing Revolving FacilityCommitments and Revolving Loans. (d) The proceeds of any Upon the Second Amendment Effective Date, the Administrative Agent, the Borrowers, the 2022 Incremental 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 and the Revolving Commitments will portion of Schedule 2.01 to the Credit Agreement shall be used for general corporate purposes (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness revised and any other transaction not prohibited hereunder)replaced with Schedule 2.01 attached to this Second Amendment. (e) Notwithstanding The 2022 Incremental Revolving Lenders, the foregoing, no Incremental Facility Administrative Agent and the Loan Parties party hereto agree that this Second Amendment shall become effective unless, on constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.16 of the date of such effectivenessCredit Agreement (f) The 2022 Incremental Revolving Lenders, the representations Administrative Agent and warranties set forth in the Loan Documents are true Parties party hereto agree that the 2022 Incremental Revolving Facility and correct the 2022 Incremental Revolving Loans shall constitute an “Incremental Revolving Facility” and “Incremental Revolving Loans,” respectively, pursuant to and in all material respects (or, in accordance with Section 2.16 of 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)Credit Agreement.

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, establish one or more increases in request during the Revolving Facility Commitments (Commitment Period the “establishment of Incremental Revolving Commitments”), provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Notwithstanding anything Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall 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 contrary hereinAdministrative Agent, (ii) the aggregate amount of the Incremental Revolving Commitments being requested (which shall be not exceed less than $5,000,000) and (iii) the identity of each Person proposed to become an amount equal to $100.0 million. Each establishment of Incremental Revolving Commitments pursuant Lender in connection therewith (it being agreed that (A) any Lender approached to this Section 2.21 shall 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 in a minimum aggregate principal amount of $10.0 million an Eligible Assignee and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably 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) Each notice from The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and 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 pursuant determines to this Section 2.21 shall set forth increase the requested amount and proposed terms interest rate or fees payable in respect of the relevant Incremental Revolving Commitments. 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 be; provided by any existing Lender (it being understood further that no existing Lender will have an obligation to provide, and the Borrower Parties shall have no obligation at its election may pay upfront or closing fees with respect to offer any existing Lender the opportunity to provide any commitment for, 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, 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 Incremental Revolving Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant unless (i) on the date of effectiveness thereof, both immediately prior to an amendment (each, an “Incremental Facility Amendment”) and immediately after giving effect to this 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 and assuming that the consent full amount 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachshall have been funded as Loans on such date), an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties of each Credit Party set forth in the Loan Credit Documents are shall be true and correct in all material respects (or, A) in the case of any the representations and warranties qualified by materiality or Material Adverse Effectas to materiality, in all respects and (B) otherwise, in all material respects) as of such date with the same effect as though made , in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to the extent such representations and warranties expressly relate to an earlier date (a prior date, in which such case such representations representation and warranties warranty shall be so true and correct on and as of such prior date,; provided, that if the Incremental Revolving Commitments are being established in connection with a Limited Condition Acquisition, compliance with clause (i) above (but not, for the avoidance of doubt, Section 3.2) may be tested in accordance with the 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 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 Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent 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 the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such earlier dateIncremental 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 further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental 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 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 Revolving 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. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.24(a) and of the effectiveness 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) At any time Upon notice to the Administrative Agent (which shall promptly notify the Lenders) and from time to time, subject to the terms and conditions set forth hereinof this Section 2.22, at any time after the Effective Date and prior to the date that is twenty Business Days following the Effective Date, the Borrower may, may solicit the existing Lenders or prospective lenders determined by notice the Borrower in consultation with the Lead Arrangers to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), establish one or more provide increases in the commitments to the Revolving Credit Facility Commitments (the such increases, “Incremental Revolving Commitments”). Notwithstanding anything to ) in an aggregate amount, taken together with the contrary hereinCommitments in effect on the Effective Date, that does not exceed $500,000,000, on terms agreed by the aggregate amount of Borrower and the lender(s) providing the respective Incremental Revolving Commitments shall not exceed an amount equal (subject to $100.0 million. Each establishment the following clauses 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 (or such lesser minimum amount reasonably approved by the Administrative Agent2.22). (b) Each [Reserved], (c) Existing Lenders may, but shall not be obligated to without their prior written consent, provide a commitment and/or make any loans pursuant to any Incremental Revolving Commitment, and nothing contained herein constitutes, or shall be deemed to constitute, a commitment with respect to any Incremental Revolving Commitment. (d) The notice from the Borrower to the Administrative Agent delivered pursuant to this Section 2.21 2.22(a) shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Commitments. At the time of the sending of such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five Business Days (or such shorter period acceptable to the Administrative Agent, but no less than three Business Days) from the date of delivery of such notice to the Lenders). Incremental Revolving Commitments (or any portion thereof) may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and specified by the Borrower Parties shall have no obligation to offer or by any existing Lender the opportunity to provide other bank or financial institution (any commitment forsuch bank or other financial institution, an “Incremental Revolving CommitmentsLender”), 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 which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed) to any Additional such Lender’s or Incremental Lender’s, as the case may be, providing such Incremental Revolving Commitments Commitment if such consent by the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender or Incremental Lender, as the case may be. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of such Incremental Revolving Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. (e) Incremental Revolving Commitments shall become effective effective, and commitments thereunder shall become Commitments (and in the case of any Incremental Revolving Commitment in respect of the Revolving Credit Facility to be provided by an existing Revolving Credit Lender, shall constitute an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (each, an “Incremental Facility Commitment Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower PartiesBorrower, each Lender or Additional Lender providing agreeing to provide such Incremental Revolving Commitments (but Commitment, if any, each Incremental Lender, if any, and the Administrative Agent. An Incremental Commitment Amendment may, without the consent of any other LenderLenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22. (f) If any Incremental Revolving Commitments are added in accordance with this Section 2.22, the Borrower, in consultation with the Administrative Agent, shall determine the effective date (the “Incremental Commitments Effective Date”) and the Administrative Agentfinal allocation of such Incremental Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each Lenders of the parties hereto hereby agrees that, upon the effectiveness final allocation 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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 the Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving FacilityEffective Date. (dg) The proceeds effectiveness of any Incremental Revolving Commitment Amendment shall, unless otherwise agreed to by the Administrative Agent, each Lender party thereto, if any, and the Incremental Lenders, if any, be subject to the satisfaction on the Incremental Commitments will be used for general corporate purposes (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing Effective Date of Indebtedness and any other transaction not prohibited hereunder).each of the following conditions: (ei) Notwithstanding the foregoingAdministrative Agent shall have received on or prior to the Incremental Commitments Effective Date each of the following, each dated the Incremental Commitments Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (x) the applicable Incremental Commitment Amendment; and (y) customary legal opinions and certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of the Incremental Commitment Amendment; and (ii) no Incremental Facility Amendment shall become effective unless, on the date Event of such effectiveness, the Default exists or would exist after giving effect thereto and all representations and warranties set forth in of the Loan Documents are Borrower under this Agreement shall be true and correct in all material respects immediately before and after giving effect thereto (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 that such representations and warranties expressly relate specifically refer to an earlier date (date, in which such case such representations and warranties they shall be true and correct in all material respects as of such earlier date). (h) On the Incremental Commitments Effective Date, each Lender or Incremental Lender which is providing a portion of any Incremental Revolving Commitments (i) shall become a Lender for all purposes of this Agreement and the other Loan Documents and (ii) shall have an Incremental Revolving Commitment which shall become a Commitment hereunder. (i) Upon each establishment of Incremental Revolving Commitments pursuant to this Section 2.22 if, on the date of effectiveness of such Incremental Revolving Commitments, there are any Revolving Loans outstanding, the Administrative Agent and the Borrower shall take those steps which they deem, by mutual agreement, necessary and appropriate to result in each Revolving Lender (including each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Incremental Revolving Commitments) having a pro-rata share of the outstanding Revolving Loans based on each such Revolving Lender’s Applicable Revolving Percentage immediately after giving effect to such Incremental Revolving Commitments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence. (j) The provisions of this Section 2.22 shall supersede any provision of Section 2.19 or 9.02 to the contrary.

Incremental Revolving Commitments. (a) At any time The Borrower and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice one or more Lenders (including New Lenders reasonably acceptable to the Administrative Agent (whereupon and the Issuing Bank) may from time to time agree that such Lenders shall incur Incremental Revolving Commitments by executing and delivering to the Administrative Agent shall promptly deliver a copy to each of the Lenders), establish one or more increases in the Revolving Facility Commitments (the “an Incremental Revolving Commitments”). Notwithstanding anything to Commitment Activation Notice specifying (i) the contrary herein, the aggregate amount of the Incremental Revolving Commitments and (ii) the applicable Incremental Revolving Commitment Closing Date. Notwithstanding the foregoing, (1) (A) the aggregate principal amount of Incremental Revolving Commitments shall not exceed an amount $100,000,000, (B) no Incremental Revolving Commitments may be incurred if a Default would be in existence immediately before or after giving pro forma effect thereto and to any concurrent transactions and any substantially concurrent use of the proceeds thereof, and (C) after giving pro forma effect thereto and to any concurrent transactions, the Consolidated Leverage Ratio shall be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10, and (2) unless otherwise agreed by the Administrative Agent, (A) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100.0 million25,000,000 and (B) no more than four Incremental Revolving Commitment Activation Notices may be delivered by the Borrower after the Closing Date. Each No existing Lender shall have any obligation to incur any Incremental Revolving Commitments unless it agrees to do so in its sole discretion. (b) Any Incremental Revolving Commitment shall be on the same terms, pursuant to the same documentation, and treated the same as the existing Revolving Facility and shall be considered to be part of the Revolving Facility. (c) Any additional bank, financial institution or other Person that elects to become a new Lender under this Agreement in connection with any transaction described in Section 2.02(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other Person (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement and the other Loan Documents. (d) Upon each increase in the establishment of any 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.212.02, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such a portion of the Incremental Revolving Commitments (each, each an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such XxxxxxLender’s Revolving Facility Commitment Percentage and if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitments either be prepaid from the proceeds of additional Revolving Loans made hereunder or assigned to an Incremental Revolving Lender (ii) the Administrative Agent mayin each case, reflecting such Incremental Revolving Commitments, such that Revolving Loans are held ratably in consultation accordance with the Borrower, take any and all actions as may be reasonably necessary to ensure thateach Lender’s pro rata share, after giving effect to such Xxxxxx’s Incremental increase), which prepayment or assignment shall be accompanied by accrued interest on the Revolving CommitmentsLoans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the percentage of transactions effected pursuant to the aggregate immediately preceding sentence. If there is a new Revolving Facility Commitments held by each Lender (including each Borrowing on such Incremental Revolving Lender) will equal Commitment Closing Date, the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject after giving effect 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 Revolving 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 make such Revolving FacilityLoans in accordance with Section 2.01. (d) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, establish one or more increases in request during the Revolving Facility Commitments (​ ​ ​ Availability Period, the “establishment of Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, provided that (i) the aggregate amount of all the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of 100,000,000 and (ii) each Incremental Revolving Commitments pursuant to this Section 2.21 Commitment shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof 5,000,000. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such lesser minimum amount reasonably approved 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 (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) Each notice from the Borrower pursuant The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to this Section 2.21 be made thereunder shall set forth the requested amount and proposed terms be identical to those of the relevant Incremental Revolving Commitments. Commitments and Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans. (c) The Incremental Revolving Commitments may shall be provided effected pursuant to one or more Incremental Facility Agreements executed and delivered by any existing Lender (it being understood that no existing Lender will have an obligation to providethe Borrower, and the Borrower Parties shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, each 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 Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions unless (i) no Default or Event of Default shall have occurred and be continuing or would result from on the incurrence date of such Incremental Revolving Commitmentseffectiveness thereof, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the Borrower both immediately prior to and the arranger or the lenders providing immediately after giving effect to such Incremental Revolving Commitments and (iii) except as otherwise provided in clause the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii), all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facility. (d) 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 shall become effective unless, on the date of such effectivenesseffectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents are shall be true and correct in all material respects (or, A) in the case of any the representations and warranties qualified by materiality or Material Adverse Effectas to materiality, in all respects and (B) otherwise, in all material respects) as of such date with the same effect as though made , in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to the extent such representations and warranties expressly relate to an earlier date (a prior date, in which such case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier 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 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 related transactions under this Section and (v) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (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 respect of the 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 respect of the Revolving Commitments and the Revolving Loans) hereunder and shall be bound by all agreements, acknowledgements and 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 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 increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender 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 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 Revolving Commitment. (f) [Intentionally Omitted] (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.21(a) and of the effectiveness 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) At any time On the terms and from time to time, subject to the terms and conditions set forth herein, effective as of the Borrower mayIncremental Facility Closing Date, by notice each Incremental 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 Administrative Agent (whereupon Multicurrency Tranche Revolving Credit Commitments under the Administrative Agent shall promptly deliver a copy Credit Agreement immediately prior to each giving effect to this Agreement and the Loans and other extensions of credit made thereunder, respectively. From and after the Lenders)Incremental Facility Closing Date, establish one or more increases in the Revolving Facility Commitments (the “Incremental Revolving CommitmentsLenders shall constitute “Lenders”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of Incremental constitute “Multicurrency Tranche Revolving Commitments pursuant to this Section 2.21 shall be in a minimum aggregate principal amount of $10.0 million Credit Commitments” and integral multiples of $1.0 million in excess thereof (or 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 Credit 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 loans made thereunder shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental constitute “Multicurrency Tranche Revolving Commitments)Credit Loans”, 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 Revolving Commitments if such consent by the Administrative Agent would be required under Section 9.04 case for an assignment of Loans to such Additional Lender. Any Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 all purposes of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Credit Agreement and the other Loan Documents, as applicable, shall be deemed amended to . (c) The Borrowers may request the extent (but only to the extent) necessary to reflect the existence and terms making of Loans under the Incremental Revolving Commitments evidenced therebyfrom 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. Upon Letters of Credit issued under the Incremental Revolving Commitments shall 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 Facility Credit Commitments in accordance with provided by this Section 2.21, each Lender immediately prior to such increase Agreement will automatically and without further act be deemed to have assigned to each Lender or Additional Incremental Revolving Lender providing such an Incremental Revolving Commitments (eachCommitment, an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’s participations hereunder under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to the Incremental Revolving Commitments and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder under the Credit Agreement in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such the Incremental Revolving LenderLenders) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such XxxxxxLender’s Revolving Facility Commitment Multicurrency Tranche Percentage and (ii) if, on the Administrative Agent mayIncremental Facility Closing Date, in consultation with there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on the Borrower, take any and all actions as may Incremental Facility Closing Date be reasonably necessary to ensure that, after giving effect to such Xxxxxx’s 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 percentage Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.18 of the aggregate Revolving Facility Commitments held by each Lender (including each such Incremental Revolving Lender) will equal Credit Agreement. The minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments Credit Agreement shall be subject not apply 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 Revolving 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 transactions effected pursuant to documentation applicable to the existing Revolving Facility. (d) 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)immediately preceding sentence. (e) Notwithstanding 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 foregoing, no Incremental Facility Amendment Closing Date, and each of Xxxxx Fargo and Xxxxxxx Sachs hereby accepts such appointment. On the terms and subject to the conditions set forth herein, effective as of the Incremental Facility Closing Date, 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 Issuing Banks, 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 become effective unlesshave 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 date 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 effectivenessIssuing Bank’s Multicurrency Tranche Revolving Credit Commitment represents of all such Issuing Banks’ Multicurrency Tranche Revolving Credit Commitments (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, as of the Incremental Facility Closing Date after giving effect to this Agreement, the representations and warranties maximum Letter of Credit issuance amount of each Issuing Bank is set forth on Schedule II hereto. (f) 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 Closing Date, unless the context shall otherwise require, all references 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 Credit Agreement to the extent such representations and warranties expressly relate to an earlier date (in which such case such representations and warranties Arrangers shall be true deemed to include a reference to Xxxxx Fargo Bank, N.A. in its capacity as a joint lead arranger and correct in all material respects as of such earlier date)joint bookrunner for the Revolving Credit Facilities.

Incremental Revolving Commitments. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower mayBorrowers shall have the right, by from time to time and upon at least ten Business Days’ prior written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lendersan “Incremental Request”), establish one or more increases in to increase the Aggregate Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein; provided, the aggregate amount of the Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Partiesthat, 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 Request with respect to the effectiveness of each Incremental Facility Amendment. Each of the parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to satisfaction of the following terms conditions precedent: (a) after giving to such Incremental Revolving Commitments, the Aggregate Revolving Commitments shall not exceed $1,000,000,000; (b) on the date on which the applicable Incremental Revolving Amendment is to become effective, both immediately prior to and conditions immediately after giving effect to the incurrence of such Incremental Revolving Commitments (iassuming that the full amount of such Incremental Revolving Commitments shall have been funded on such date) and any related transactions, no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of such Incremental Revolving 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.continuing; (dc) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties set forth of each Loan Party contained in the this Agreement or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be 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 the date on which such dateIncremental Revolving Amendment is to become effective, except to the extent that such representations and warranties expressly relate to an earlier date (i) are qualified by materiality in which such case such representations and warranties shall be true and correct in all material respects and (ii) specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (d) such Incremental Revolving Commitments shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (e) such Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01; (f) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Revolving Commitments from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and (g) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Revolving Commitments and the validity of such Incremental Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. Any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Revolving Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent and each Lender providing a portion of the Incremental Revolving Commitments; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Revolving Amendment shall also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.16. Neither any Incremental Revolving Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Lender, other than the Lenders providing such Incremental Revolving Commitments, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Revolving Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Revolving Commitments established in connection therewith.

Incremental Revolving Commitments. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, on the Borrower mayIncremental Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent Incremental Revolving Commitment of each Incremental Revolving Lender set forth opposite such Lender’s name on Schedule I hereto shall promptly deliver a copy to each of the Lenders), establish one or more increases in become effective and the Revolving Facility Commitment of such Lender shall be correspondingly increased. (b) The Incremental Revolving Commitments (the established pursuant to this Agreement constitute “Incremental Revolving Commitments”)” established in accordance with Section 2.21 of the Credit Agreement. Notwithstanding anything to the contrary herein, the aggregate amount The terms and conditions of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of Incremental Revolving Commitments established pursuant to this Section 2.21 Agreement shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant identical to this Section 2.21 shall set forth the requested amount and proposed terms those of the relevant Incremental Revolving Commitments outstanding immediately prior to the effectiveness of this Agreement (the “Existing 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 caseand, on terms permitted under this Section 2.21as of the Incremental Effective Date, 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 Revolving Commitments if such consent by shall be deemed to be “Revolving Commitments” and constitute the Administrative Agent would same Class of Commitments as the Existing Revolving Commitments. The terms and conditions of any Loans and other extensions of credit to be required made under Section 9.04 for an assignment of Loans to such Additional Lender. Any the Incremental Revolving Commitments shall become effective established pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 be identical to the effectiveness of each Incremental Facility Amendment. Each those of the parties hereto hereby agrees thatLoans and other extensions of credit made under the Existing Revolving Commitments, and shall be treated as a single Class therewith. For the avoidance of doubt, upon the effectiveness of any the Incremental Facility AmendmentRevolving Commitments established pursuant to this Agreement, this Agreement the Revolving Exposures of the Incremental Revolving Lenders holding such Commitments, and the other Loan Documents, as applicableApplicable Percentages of all the Revolving Lenders, shall automatically be deemed amended adjusted to give effect thereto. (c) Upon the extent (but only to the extent) necessary to reflect the existence and terms effectiveness of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with established pursuant to this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increaseAgreement, (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 and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage aggregate principal amount of the aggregate Revolving Loans outstanding (Athe “Existing Revolving Borrowings”) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans 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 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject immediately prior 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 Revolving 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 effectiveness of such Incremental Revolving Commitments shall 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 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 Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental 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 terms and its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to documentation applicable clause (i) above shall be subject to compensation by the Borrower pursuant to the existing Revolving Facility. (d) The proceeds provisions of any Section 2.16 if the date of the effectiveness of such Incremental Revolving Commitments will be used for general corporate purposes (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and any occurs other transaction not prohibited hereunder). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, than on the date last day 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 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)Interest Period relating thereto.

Incremental Revolving Commitments. (a) At any time and from time Each Incremental Lender (including the New Lender) hereby agrees to time, subject provide its Incremental Revolving Commitment 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 Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of its Incremental Revolving 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 pursuant to this Section 2.21 as of the date hereof shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to the Administrative Agent)Credit Agreement shall be amended to read as set forth on Schedule 2.01 attached hereto. (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 Lender with an 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 Commitment 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental purchased, without recourse, on the First Amendment Effective Date, a risk participation from the other Revolving Commitments (each, an “Incremental Revolving Lender”) Lenders 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 all Letters of Credit issued under the Credit Agreement, if any, and Swingline Loans the obligations arising thereunder in amounts such that, after giving effect to each such deemed assignment and assumption of participationspurchases, the percentage portion of the aggregate outstanding (A) participations hereunder in obligations under such Letters of Credit and (B) participations hereunder in Swingline Loans 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. (including each such c) Each Incremental Lender with an Incremental Revolving Lender) will equal Commitment shall be deemed to have purchased, without recourse, on the percentage of First Amendment Effective Date, a risk participation from the aggregate other Revolving Facility Commitments of Lenders in all Lenders presented by Swingline Loans outstanding, if any, under the Credit Agreement and the obligations arising thereunder in amounts 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 Commitmentspurchases, the percentage portion of the aggregate Revolving Facility Commitments obligations under such Swingline Loans held by each Revolving Lender (including each shall be equal to such Incremental Revolving Lender) will equal ’s Applicable Percentage of all such obligations, and each Revolving Lender shall absolutely and unconditionally assume, and be obligated to pay to the percentage Swingline Lender and discharge when due as provided in the Credit Agreement, its Applicable Percentage of the aggregate Revolving Facility Commitments of all Lenders presented by obligations arising under such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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 FacilitySwingline Loans. (d) The On the First Amendment Effective Date, each Incremental Lender with an Incremental Revolving Commitment shall make a Revolving Loan, the proceeds of any 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 after giving effect to the 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)Commitments. (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time On the Amendment No. 2 Effective Date, each institution that has executed and from time delivered a counterpart 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 this Amendment as an “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments ” (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 Commitments (as amended hereby). The parties hereto hereby acknowledge that this Amendment constitutes both a notice to the Administrative Agent as required by Section 2.21(a) of the Credit Agreement and an Incremental Assumption Agreement, in each case, with respect to the Incremental Revolving Commitments established hereby. Each Lender, by execution of such increasethis Amendment, (i) each such agrees that, upon effectiveness of this Amendment, its Revolving Commitment is as set forth on the Amended Commitment Schedule. Each Incremental Revolving Lender will automatically and without further act agrees that it shall be deemed to have assumed a portion of such Revolving Xxxxxx’s acquired, on the Amendment No. 2 Effective Date, 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by L/C Exposure so that such XxxxxxLender’s participations therein are in accordance with its 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Percentage. (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At 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 time and from time to time, subject loans made pursuant to the terms and conditions Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise 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 Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment have the same terms and conditions as those of Incremental the Revolving Commitments pursuant existing prior 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, Amendment Effective Date under 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Agreement. (c) Any From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments shall be subject of the Lenders after giving effect 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 Revolving Commitments, (ii) . On the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by Business Day following 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) 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 Date, all outstanding ABR Advances shall become effective unlessbe reallocated among the Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the Lenders shall make adjustments among themselves, on and payments to each other as needed, with respect to the date Advances then outstanding and amounts of such effectivenessprincipal, the representations interest, commitment fees and warranties set forth in the Loan Documents are true and correct in all material respects (orother amounts paid or payable with respect thereto as shall be necessary, in the case opinion of any representations and warranties qualified by materiality or Material Adverse Effectthe Administrative Agent, in all respects) as 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 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 Eurodollar Advances being continued shall be true reallocated, and correct any such Eurodollar Advances being converted to ABR Advances shall be converted and allocated, among the Lenders at such time in all material respects as of accordance with their Revolving Commitments at such earlier date)time.

Incremental Revolving Commitments. (a) At The US Administrative Borrower may, at any time and from time to timetime prior to the Maturity Date, by notice to Agent, request an increase in the Revolver Commitments of the Lenders (the “Incremental Revolving Commitments”), subject to the terms and conditions set forth herein, in an aggregate principal amount for all such Incremental Revolving Commitments of up to $30,000,000 to be effective as of a date (the Borrower may“Increase Date”) specified in the related notice to Agent; provided, however, that: (i) any Incremental Revolving Commitments requested hereby shall be in an amount not less than $5,000,000; (ii) on the date of any request by the Borrowers for Incremental Revolving Commitments and on the related Increase Date, the applicable conditions set forth in Section 3.2 (other than Section 3.2(b)) shall be satisfied; (iii) on the date of any request by the Borrowers for any Incremental Revolving Commitments and on the related Increase Date, no Event of Default shall have occurred and be continuing and no Event of Default shall result from such Incremental Revolving Commitments; (iv) immediately prior to the incurrence of the Incremental Revolving Commitments, and after giving effect thereto, the representations and warranties set forth in Article IV shall be true and correct in all material respects (without duplication of materiality qualifiers) (other than any such representations or warranties that, by notice their terms, refer to a specific date other than the applicable Increase Date, in which case as of such specific date; (v) the proceeds of such Incremental Revolving Commitments shall be used for acquisitions and other investments, capital expenditures, working capital, and other general corporate purposes in accordance with, and as permitted by, the terms of the Loan Documents; (b) In connection with any Incremental Revolving Commitments, this Agreement may be amended in a writing executed and delivered by the Administrative Borrower and Agent to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein, including, without limitation, amending and restating or supplementing Schedule C-1 to reflect the new Revolver Commitments of the Lenders (including any Incremental Revolver Commitments of the Incremental Revolving Lenders). This Section 2.16(b) shall supersede any provisions in Section 13.1 to the Administrative Agent contrary. (whereupon the Administrative c) Agent shall promptly deliver notify the Lender Group of a copy request by the Administrative Borrower for Incremental Revolving Commitments, which notice shall include (i) the proposed amount, (ii) the proposed Increase Date, (iii) whether the proposed increase should be made to each of the LendersUK Revolver Commitments or the US Revolver Commitments (or both), establish one or more increases and (iii) the date by which Lender Parties wishing to participate in the Incremental Revolving Facility Commitments must commit to an Incremental Revolving Commitment (the “Incremental Revolving CommitmentsCommitment Date”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental 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 (or 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 provided, by any existing Lender (it being understood that no existing Lender will have an obligation to providemake any Incremental Revolving Commitment, and but the Borrower Parties shall Borrowers will have no an obligation to offer any approach the existing Lender the opportunity Group first, prior to any Additional Lender, to provide any commitment for, Incremental Revolving Commitments), in each case, on terms permitted under this Section 2.21, Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Incremental Revolving Commitment, an “Incremental Revolving Lender” and, collectively, the “Incremental Revolving Lenders”); provided that Agent, the Administrative Agent Swing Lender and each Issuing Bank shall have consented (in each case, such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed) to any such Additional Lender’s providing such Incremental Revolving Commitments to the extent such consent, if such consent by the Administrative Agent any, would be required under Section 9.04 13.1 for an assignment of Loans Revolver Commitments to such Additional Lender. Any If any Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments are provided in accordance with this Section 2.212.16, each no Person who is not at the time a Lender immediately prior will be selected to provide the Incremental Revolving Commitments until the then-existing Lenders have been provided with a reasonable opportunity to provide all or a portion of such increase Incremental Revolving Commitments; provided that none of the then-existing Lenders will automatically and without further act be deemed required to have assigned to each Lender or Additional Lender providing provide any such Incremental Revolving Commitments (eachwithout their respective consent. For the avoidance of doubt, no Loan Party or Subsidiary thereof or any Affiliate of the foregoing shall be an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (cd) Any On the applicable Increase Date, each Additional Lender shall be or become a Lender party to this Agreement as of such applicable Increase Date by delivering an Incremental Agreement as of such Increase Date; (e) The Incremental Revolving Commitments shall be subject to the following terms prior satisfaction of conditions precedent to be agreed between the Administrative Borrower and conditions the Incremental Revolving Lenders providing such Incremental Revolving Commitments, including, without limitation, that Agent shall have received on or before the Increase Date the following, each dated such date: (i) no Default (A) a certificate of an Authorized Person certifying to resolutions of such Loan Party’s Board of Directors or Event sole member, as applicable, approving the Incremental Revolving Commitments, the borrowing of Default Revolving Loans thereunder and the corresponding modifications to this Agreement and such other matters as requested by Agent and (B) if requested by Agent, an opinion of counsel for the Borrowers, in form and substance reasonably satisfactory to Agent; (ii) an Incremental Agreement from each Additional Lender in form and substance reasonably satisfactory to Agent (each, an “Incremental Agreement”), duly executed by such Additional Lender, Agent (at the direction of the Required Lenders) and the Administrative Borrower; and (iii) such other documents, certificates, opinions, or other items (that are substantially consistent with the items delivered on the Closing Date) as may be reasonably requested by Agent or the Incremental Revolving Lenders providing such Incremental Revolving Commitments; (f) On the applicable Increase Date, upon fulfillment of the conditions set forth in Section 2.16(e), Agent shall have occurred notify the Lender Group (including each Additional Lender) and be continuing or would result from the Administrative Borrower of the incurrence of the Incremental Revolving Commitments to be effected on the related Increase Date and shall record in the Register the relevant information with respect to the Incremental Revolving Lenders on such date. (g) Upon any Increase Date on which any Incremental Revolving Commitments are effected if, on such Increase Date, there are any Revolving Loans outstanding, each of the Lenders that has an existing Revolver Commitment or Revolving Loan, as applicable, shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each such Lender, at par, such interests in the Revolving Loans outstanding on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the Lenders with existing Revolver Commitments or Revolving Loans, as applicable, and Incremental Revolving Lenders ratably in accordance with their Revolver Commitments after giving effect to the addition of such Incremental Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At 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 time and from time to time, subject loans made pursuant to the terms and conditions Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Borrower may, by notice Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Administrative Agent Incremental Facility Amendment Effective Date under the Credit Agreement. (whereupon c) From the Administrative Agent Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall promptly deliver a copy to each be made in accordance with the aggregate Revolving Commitments of the Lenders), establish one or more increases in Lenders after giving effect to the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything 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 contrary hereinAdvances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the aggregate amount 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 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 (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice accrue 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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 FacilityAmendment Effective Date. (d) 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 Upon the foregoing, no Incremental Facility Amendment shall become effective unlessEffective Date, on SunTrust will be a Lender under the date Credit Agreement for all purposes 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 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)Credit Agreement.

Incremental Revolving Commitments. Borrower may by written notice (ait being understood and agreed that Borrower shall not deliver more than three such written notices) 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 elect to request the establishment of new revolving credit commitments (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)collectively, establish one or more increases in the Revolving Facility Commitments (the “Incremental Revolving Commitments” and each an “Incremental Revolving Commitment” and the loans thereunder, when borrowed, the “Incremental Revolving Loans”). Notwithstanding anything ) in an aggregate amount not to exceed the contrary herein, sum of (a) $400,000,000 (such amount to be increased to up to $500,000,000 in connection with a Material Acquisition) minus (b) the aggregate amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment Indebtedness of Incremental Revolving Commitments Holdings and its Subsidiaries incurred pursuant to this Section 2.21 shall be in a minimum aggregate principal amount of $10.0 million 6.1(m)(ii) and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative AgentSection 6.1(m)(iii). (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. ); provided that no Incremental Revolving Commitments may be provided by incurred if, at the time of such incurrence, any existing Lender Indebtedness remains outstanding pursuant to Section 6.1(m)(i). Each such notice shall specify (it being understood A) the date (the “Incremental Revolver Date”) on which Borrower proposes 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 Revolving Commitments if shall be effective, which shall be a date not less than 10 Business Days after the date on which such consent by notice is delivered to Administrative Agent, (B) the amount of such Incremental Revolving Commitments (which shall not be less than $100,000,000), (C) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Lender”) to whom Borrower proposes any portion of such Incremental Revolving Commitments be allocated and the amounts of such allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments in its sole discretion and any Lender approached to provide all or a portion of such Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment, and (D) the identity of the Person who will be the borrower (the “Revolver Borrower”) under such Incremental Revolving Commitments (provided that such Person shall be the Borrower or a Credit Party that is organized in a jurisdiction that is reasonably acceptable to the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional LenderAgent). Any Such Incremental Revolving Commitments shall become effective as of the applicable Incremental Revolver Date; provided that (1) no Event of Default shall exist on such Incremental Revolver Date after giving effect to such Incremental Revolving Commitments and the funding of the Incremental Revolving Loans thereunder; (2) the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such Incremental Revolver Date to the same extent as though made on and as of such date, except to Incremental Revolving Commitments shall become Commitments under this Agreement pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Credit Documents, executed by Borrower, the Borrower PartiesRevolver Borrower, each Lender or Additional Incremental Revolving Lender providing such Incremental Revolving Commitments (but and the Administrative Agent. The Incremental Amendment may, without the consent of any other Credit Party, Agent or Lender) and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as , effect such amendments to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan DocumentsCredit Documents as may be necessary or appropriate, as applicablein the reasonable opinion of Administrative Agent, shall be deemed amended Borrower and the Revolver Borrower, to effect the extent (but only to the extent) necessary to reflect the existence and terms provisions of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.212.23. The Incremental Amendment may include, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachamong other things, an “Incremental Revolving Lender”) in respect of such increase, customary provisions regarding (i) each such Incremental Revolving Lender will automatically letters of credit and without further act be deemed to have assumed a portion of such Revolving Xxxxxx’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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) the Administrative Agent may, in consultation reimbursement obligations 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 Commitments of all Lenders presented by such Xxxxxx’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 Borrowingrespect thereto, (ii) by causing non-increasing Lenders cash collateral obligations with respect to assign portions letters of their outstanding Loans to credit, (iii) swing line loans and participations therein, (iv) the jurisdiction of the Revolver Borrower and (v) Incremental Revolving Lenders or (iii) by a combination of the foregoing)that are Defaulting Lenders. (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) 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 Each Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties party 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) hereby agrees, severally and not jointly, on the terms set forth herein and in respect of the Amended Credit Agreement and subject to the conditions set forth herein, to increase its Revolving Commitment in the aggregate principal amount set forth opposite such increase, (i) each such Revolving Lender’s name in Exhibit A hereto under the heading “Incremental Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Commitment”. The aggregate Revolving Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, Commitments after giving effect to each such deemed assignment and assumption of participationsthe Incremental Revolving Commitments shall be $141,896,583.60. (b) Except as expressly provided herein, the percentage terms and provisions of the aggregate outstanding Revolving Commitments (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held as increased 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 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) 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 percentage 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 aggregate Revolving Facility Commitments held by each Lender (including each such 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 drawn to 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 extent actually drawn on the foregoing)Second Amendment Effective Date. (c) Any Incremental Revolving Commitments This Amendment shall be subject constitute a notice to the following terms Administrative Agent and conditions (ieach Lender for purposes of Section 2.20(a), effective on the Second Amendment Effective Date. Section 2.20(d) no Default or Event of Default the Amended Credit Agreement shall have occurred and be continuing or would result from apply with respect to the incurrence of such Incremental Revolving 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 the Revolving Lenders under the Amended Credit Agreement 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties if set forth in the Loan Documents are true full herein 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)modified mutatis mutandis.

Incremental Revolving Commitments. (a) At any time and from time to timetime prior to the Maturity Date, 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 request to increase the existing Revolving Facility Commitments (the “Incremental Revolving Commitments”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenant contained in Section 6.09 recomputed as of the last day of the most recent fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01, and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million500,000,000. Each establishment exercise of the Borrower’s right to seek Incremental Revolving Commitments pursuant to this Section 2.21 shall be in a minimum an integral multiple of $1,000,000 and be in an aggregate principal amount of that is not less than $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent)25,000,000. (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. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Revolving Commitments may be provided by (any such bank, financial institution, existing Lender (it or other Person being understood that no existing Lender will have called an obligation “Additional Lender”) shall be reasonably satisfactory 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 and the Administrative Agent shall have consented (in each caseand, such consent if not to be unreasonably withheldalready a Lender, delayed or conditioned) to any Additional Lender’s providing such Incremental 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 become effective a Lender under this Agreement pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower PartiesBorrower, each Lender or such Additional Lender providing such and the Administrative Agent. No Lender shall be obligated to provide any Incremental Revolving Commitments (but Commitment unless, in its sole discretion, it so agrees. An Incremental Facility Amendment may, without the consent of any other Lender) and Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility AmendmentAmendment shall, this Agreement unless otherwise agreed to by the Administrative Agent and the other Loan DocumentsAdditional Lenders, as applicable, shall be deemed amended subject to the extent (but only to satisfaction on the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments date thereof (each, an “Incremental Revolving LenderFacility Closing Date”) 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 and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding conditions set forth in Section 4.02 (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of it being understood that 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 references 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on “the date of such effectiveness, the representations and warranties set forth Borrowing” 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 Section 4.02 shall be deemed to refer to the extent such representations and warranties expressly relate Incremental Facility Closing Date). The Administrative Agent shall receive not less than 10 Business Days’ advance notice (or shorter, if agreed by the Administrative Agent) prior 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)any proposed Incremental Facility Closing Date.

Incremental Revolving Commitments. (a) At any time Each of the Incremental 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 time the Third Incremental Commitment Effective Date to timethe 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 terms and conditions limitations set forth hereinin 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 Borrower mayCredit Agreement. If the undersigned Lender is not already a Lender under the Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by notice its execution of this Agreement, such Lender will, as of the Third Incremental Commitment Effective Date (as defined in Section 4 below), be a party to the Administrative Agent (whereupon Credit Agreement and be bound by the Administrative Agent shall promptly deliver a copy to each provisions of the Lenders)Credit Agreement and, establish one or more increases in to the extent of its new Revolving Facility Commitments (Commitment, have the “rights and obligations of a Lender thereunder. Each such Incremental Revolving Commitments”). Notwithstanding anything Commitment Lender further acknowledges and agrees that after giving effect to all such additional Revolving Commitments on the contrary hereinThird Incremental Commitment Effective Date, the aggregate amount Revolving Commitment of such Lender shall 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 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.212.19 of the Credit Agreement and pursuant hereto, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increase, (i) each such Incremental Revolving Commitment Lender will shall automatically and without further act be deemed to have assumed a portion of such the Revolving Xxxxxx’s Lenders’ participations hereunder under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such the Incremental Revolving Commitments and the deemed assignment assignments and assumption assumptions of participations, the percentage of the aggregate outstanding (Ai) participations hereunder under the Credit Agreement in Letters of Credit and (Bii) participations hereunder in Swingline Loans held by each Revolving Lender (including each such the Incremental Revolving LenderCommitment Lenders) will be equal the percentage of the aggregate Revolving Facility Commitments 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 ’s Applicable Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Percentage. (c) Any The parties hereto acknowledge that Borrower’s request for the Incremental Revolving Commitments shall be subject to described herein constitutes Borrower’s first request for an increase in 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 Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Aggregate 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 Section 2.19 of the existing Revolving FacilityCredit Agreement. (d) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At The Company and 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 Lenders (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments (including New Lenders but without the consent of any other Lender) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this paragraph shall not exceed $100,000,000 and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than 4 Increased Facility Closing Dates may be selected by the Company after the Effective Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit J, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent. The Administrative Agent , on each Increased Facility Closing Date (i) the Borrowers shall promptly notify borrow Revolving Loans under the relevant increased Commitments from each Lender as participating in the relevant increase in an amount determined by reference to the effectiveness amount of each Incremental Type of Loan (and, in the case of Eurocurrency Loans, of each Eurodollar Borrowing) which would then have been outstanding from such Lender if (x) each such Type or Eurocurrency Borrowing had been borrowed or effected on such Increased Facility Amendment. Each Closing Date and (y) the aggregate amount of the parties hereto hereby agrees thateach such Type or Eurocurrency Borrowing requested to be so borrowed or effected had been proportionately increased, 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 extentii) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachNew Lender, an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving New Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’s participations hereunder in outstanding Swingline Loans, Protective Advances and Letters of Credit and Swingline Loans such that, after giving effect to such Commitment increase and 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 Loans, Protective Advances and Letters of Credit held by each Lender (including each such Incremental Revolving New Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such XxxxxxLender’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, Applicable Percentage after giving effect to such Xxxxxx’s Incremental Revolving the new Commitments, . The Eurocurrency Rate applicable to any Eurocurrency Loan borrowed pursuant to the percentage preceding sentence shall equal the Eurocurrency Rate then applicable to the Eurocurrency Loans of the aggregate Revolving Facility Commitments held by each Lender other Lenders in the same Eurocurrency Borrowing (including each such Incremental Revolving Lender) will equal or, until the percentage expiration of the aggregate Revolving Facility Commitments of all Lenders presented by then-current Interest Period, such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments other rate as shall be subject to agreed upon between 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 Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the applicable 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) 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 hereunderrelevant Lender). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) 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 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 Revolving Commitments Facilities 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 (or 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, 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 XxxxxxCredit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans 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 XxxxxxLender’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 XxxxxxLender’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 Commitments of all Lenders presented by such XxxxxxLender’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions will (i) no Default or Event rank pari passu in right of Default shall have occurred and be continuing or would result from payment with the incurrence of such Incremental Revolving CommitmentsObligations, (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 Commitments are identical to those of any Incremental Revolving Commitments; provided, further, that any arrangement or similar fees for any such 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)Commitments. Without the prior written consent of the Required Lenders, all other terms the final maturity date of such any Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to no earlier than the existing Revolving FacilityLatest Maturity Date. (d) 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 shall become effective unless, on the date of such effectivenesseffectiveness (each, an “Incremental Facility Closing Date”), (i) 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 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 Revolving Commitments and (iii) the Borrower is in compliance with the Financial Performance Covenant on a Pro Forma Basis assuming such Incremental Revolving Commitments were fully drawn.

Incremental Revolving Commitments. (a) At any Any time and from time to time, subject to after the terms and conditions set forth hereinClosing Date, the Borrower may, by upon written notice to the Administrative Agent (whereupon Agent, increase the Administrative Agent shall promptly deliver a copy to each of the Lenders), establish one or more increases Aggregate Revolving Commitments hereunder as provided in the Revolving Facility Commitments this Section 2.01(d) (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, ; provided that: (i) the aggregate principal amount of all the Incremental 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 established after the Closing Date, together with the aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by all 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. 5-Year Incremental Revolving Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and established under 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, 5-Year Credit Agreement at 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase time, will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and not exceed $500,000,000; (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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (i) no Default or Event of Default shall have occurred and be continuing or would shall result from the incurrence of after giving effect to any such Incremental Revolving Commitments, ; (iiiii) the arrangement or similar fees for 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 new Revolving Lender providing an Incremental Revolving Commitment must be reasonably acceptable to the Administrative Agent, each of the L/C Issuers, if any, and the Borrower; (vi) Revolving Lenders providing 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 this Section 2.01(d) will provide a Revolving Lender Joinder Agreement or other agreement reasonably acceptable to the existing Revolving Facility.Administrative Agent; (dvii) The proceeds of any additional Incremental Revolving Commitments will be used for general corporate purposes 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 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 shall become effective unless, on the 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 payment 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).break-funding amounts owing under

Incremental Revolving Commitments. (a) At any time and from From time to time, subject time prior to the terms and conditions set forth hereinTermination Date, the Borrower may, may by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), establish request one or more increases in to the existing Revolving Commitments (any such increase, a “Revolving Commitment Increase” and, any additional Revolving Commitments provided pursuant to any Revolving Commitment Increase, a “New Revolving Commitment”), by an amount (i) such that the Revolving Facility Commitments (the “Incremental Commitment immediately after giving effect to such Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Revolving Commitments shall Commitment Increase does not exceed an amount equal to $100.0 million. Each establishment of Incremental 1,000,000,000.00 and (ii) that is not less than $25,000,000.00 for any New 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 (or such lesser minimum amount reasonably approved by the Administrative Agent)Commitment. (b) Each Such notice from shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower pursuant to this Section 2.21 shall set forth proposes that the requested amount and proposed terms of the relevant Incremental Revolving Commitments. Incremental applicable New Revolving Commitments may shall be provided by effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each such other Person, a “New Lender”) to whom the Borrower proposes any existing Lender (it being understood that no existing Lender will have an obligation to provide, portion of such New Revolving Commitments be allocated 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 Lenderamounts of such allocations; provided that the Administrative Agent shall have consented (in each case, may elect or decline to arrange such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such Incremental New Revolving Commitments if such consent by the Administrative Agent would be required under Section 9.04 for an assignment of Loans in its sole discretion and any Lender approached to such Additional Lender. Any Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender provide all 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 the New Revolving Xxxxxx’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 Commitments for any Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) the Administrative Agent mayIncrease may elect or decline, in consultation with the Borrowerits sole discretion, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Xxxxxx’s Incremental increase its existing Revolving Commitments, the percentage of the aggregate Commitment by providing a New Revolving Facility Commitments 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 Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Commitment. (c) Any Incremental Such New Revolving Commitments shall be subject to the following terms and conditions become effective, as of such Increased Amount Date; provided that (i) no Default or Event of Default shall have occurred and be continuing exist on such Increased Amount Date before or would result from the incurrence of after giving effect to such Incremental New Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties set forth in Article IV and in the other Loan Documents are that have no materiality or Material Adverse Effect qualification shall be true and correct in all material respects (or, in and the case of any representations and warranties qualified by set forth in Article IV and in the other Loan Documents that have a materiality or Material Adverse Effect, Effect qualification shall be true and correct in all respects) as of such date , in each case with the same effect as though made on and as of such datethe Increased Amount Date or, 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 date, as of such earlier datedate (iii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article V as of the most recent date of determination after giving effect to such New Revolving Commitments; (iv) the New Revolving Commitments shall be effected pursuant to an increase and joinder agreement (an “Increase and Joinder Agreement”) in form and substance acceptable to the Administrative Agent and each Issuer in its reasonable discretion, executed and delivered by the Borrower, any existing Lender providing a New Revolving Commitment, any New Lender providing a New Revolving Commitment and the Administrative Agent (and, to the extent required, each Issuer), and which shall be recorded in the Register, and each New Lender shall be subject to the requirements set forth in Section 2.16(e) and (f); (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such Revolving Commitment Increase; (vi) the Borrower shall make any payments required pursuant to and in accordance with Section 2.14(e) in connection with the New Revolving Commitments and (vii) unless all obligations under the Existing Second Lien Notes have been repaid in full, the aggregate amount of the Revolving Commitments shall not exceed $900,000,000.00. Notwithstanding anything herein to the contrary, each Issuer shall have approved the Revolving Commitment Increase allocated to each existing Lender and the New Revolving Commitment allocated to each New Lender (such approval not to be unreasonably withheld, delayed or conditioned). (d) On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Loans and Letter of Credit Obligations outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and Letter of Credit Obligations will be held by existing Lenders and New Lenders ratably in accordance with their Revolving Commitments after giving effect to the applicable Revolving Commitment Increase, (ii) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment, (iii) each New Lender shall become a Lender with respect to its New Revolving Commitment and all matters relating thereto and all other matters under this Agreement, and (iv) the Administrative Agent shall notify the Lenders (including any New Lenders) of the effectiveness of the applicable Revolving Commitment Increase and each Lender’s interests in the outstanding Loans and Letter of Credit Obligations after giving effect to the assignments contemplated by this Section 2.21. (e) The terms and provisions of the New Revolving Commitments shall be identical to the existing Revolving Commitments. Each Increase and Joinder Agreement 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 opinion of the Administrative Agent to effect the provision of this Section 2.21.

Incremental Revolving Commitments. (a) At The Company may at any time and from time to time, subject to after the terms and conditions set forth herein, the Borrower mayEffective Date, by notice to the Administrative Agent the Joint Collateral Agents (whereupon the Administrative Agent Joint Collateral Agents shall promptly deliver a copy to each of the Lenders), establish one or more increases in the Revolving Facility Commitments ) request commitments for an additional tranche of revolving loans (the “Incremental Revolving CommitmentsFacility”; the loans thereunder, the “Incremental Revolving Loans”), 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”). Notwithstanding anything As a condition to the contrary hereinimplementation 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 Commitments Facility shall not exceed an amount equal to $100.0 million25,000,000. Each establishment of The Incremental Revolving Commitments Loans shall (a) rank (i) first in right of payment and of 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 Loans shall 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 Collateral or mandatory prepayments of the Incremental Revolving Loans due to insufficient availability related to the Incremental Facility 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 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 2.21 shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Revolving CommitmentsLoans. The commitments under the Incremental Revolving Commitments Facility may be provided by any existing Lender or Affiliate thereof or by any other bank or other financial institution (it each being understood that no existing Lender will have called 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“Additional Lender”), in each case, on terms permitted under this Section 2.21, or any Additional Lender; provided that the Administrative Agent Joint Collateral Agents and the Company shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to any such Lender’s or Additional Lender’s providing such Incremental Revolving Commitments commitments if such consent by the Administrative Agent would be required under Section 9.04 9.04(b) for an assignment of Loans obligations to such Lender or Additional Lender. Any Commitments in respect of Incremental Revolving Commitments Loans shall become effective Commitments under this Agreement pursuant to an amendment (each, an the “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower PartiesCompany, the other Loan Parties party hereto, each Lender or agreeing to provide such Commitment, if any, each Additional Lender providing such Lender, if any, and the Joint Collateral Agents. The Incremental Revolving Commitments (but Amendment may, without the consent of any other Lender) and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as Lenders, effect such amendments to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan DocumentsDocuments as may be necessary or appropriate, as applicablein the reasonable opinion of the Joint Collateral Agents, shall be deemed amended to effect the extent (but only to the extent) necessary to reflect the existence and terms provisions of this Section 2.22. The effectiveness of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments Amendment shall be subject to the following 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 and conditions (i) no Default more onerous than those set forth in Section 4.01 or Event Section 5.14, as applicable). The Company will use the proceeds of Default shall have occurred and be continuing or would result from the incurrence of such Incremental Revolving Commitments, (ii) the arrangement or similar fees Loans for any Incremental Revolving Commitments shall be as determined by the Borrower working capital 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) 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 the Company and its Subsidiaries. No Lender shall be obligated to provide any other transaction 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 prohibited hereunder). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 apply to the extent such representations and warranties expressly relate transactions effected pursuant to an earlier date (in which such case such representations and warranties this Section. This Section 2.22 shall be true and correct in all material respects as supersede any provisions of such earlier date)Section 2.18(e) or 9.02 to the contrary.

Incremental Revolving Commitments. (a) At any Any time and from time to time, subject to after the terms and conditions set forth hereinClosing Date, the Borrower may, by upon written notice to the Administrative Agent (whereupon Agent, increase the Administrative Agent shall promptly deliver a copy to each of the Lenders), establish one or more increases Aggregate Revolving Commitments hereunder as provided in the Revolving Facility Commitments this Section 2.01(d) (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, ; provided that: (i) the aggregate principal amount of all the Incremental 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 established after the Closing Date, together with the aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by all 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. 3.5-Year Incremental Revolving Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and established under 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, 3.5-Year Credit Agreement at 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase time, will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and not exceed $500,000,000; (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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (i) no Default or Event of Default shall have occurred and be continuing or would shall result from after giving effect to any such Incremental Revolving Commitments; (iii) the incurrence 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 new Revolving Lender providing an Incremental Revolving Commitment must be reasonably acceptable to the Administrative Agent, each of the L/C Issuers, if any, 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 Revolving Committed Amounts and Revolving Commitment Percentages. Any Revolving Loans made in connection with the Incremental Revolving Commitments established hereunder shall have terms identical to the Revolving Loans existing at the time the Incremental Revolving Commitments are so established, except for fees payable to Revolving Lenders providing Incremental Revolving Commitments. In connection with the establishment of any Incremental Revolving Commitments, (iiA) none of CGMI, Barclays, Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, RBS Securities Inc. or UBS AG, Stamford Branch as the arrangement joint lead arrangers hereunder (the “Joint Lead Arrangers”), shall have any obligation to arrange for or similar fees assist in arranging for any Incremental Revolving Commitments without their prior written approval and shall be subject to such conditions, including fee arrangements, as determined by may be provided in connection therewith, (B) none of the Borrower Revolving Lenders, including Citibank and the arranger or the lenders providing such Barclays, shall have any obligation to provide any Incremental Revolving Commitments without their prior written approval and (iiiC) except as otherwise provided in clause (ii)Schedule 2.01(a) will be revised to reflect the Revolving Lenders, all other terms of such Incremental Loans, Revolving Commitments shall be on terms and pursuant to documentation applicable Revolving Commitment Percentages after giving effect to the existing Revolving Facility. (d) The proceeds establishment 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)Commitments. (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At The US Administrative Borrower may, at any time and from time to timetime prior to the Maturity Date, by notice to Agent, request an increase in the Revolver Commitments of the Lenders (the “Incremental Revolving Commitments”), subject to the terms and conditions set forth herein, in an aggregate principal amount for all such Incremental Revolving Commitments occurring after the Borrower may, by notice Fourth Amendment Effective Date of up to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver $25,000,000 to be effective as of a copy to each of the Lenders), establish one or more increases in the Revolving Facility Commitments date (the “Increase Date”) specified in the related notice to Agent; provided, however, that: (i) any Incremental Revolving Commitments requested hereby shall be in an amount not less than $10,000,000; (ii) subject to Section 1.8 in connection with a Limited Condition Transaction, on the date of any request by the US Administrative Borrower for any Incremental Revolving Commitments and on the related Increase Date, no Event of Default shall have occurred and be continuing and no Event of Default shall result from such Incremental Revolving Commitments”). Notwithstanding anything ; (iii) immediately prior to the contrary herein, the aggregate amount incurrence of the Incremental Revolving Commitments Commitments, and after giving effect thereto, the representations and warranties set forth in Article IV shall not exceed an amount equal be true and correct in all material respects (without duplication of materiality qualifiers) (other than any such representations or warranties that, by their terms, refer to $100.0 million. Each establishment a specific date other than the applicable Increase Date, in which case as of such specific date); provided that, if the proceeds of such Incremental Revolving Commitment or any Borrowing or issuance, renewal or extension of any Letter of Credit, as applicable, in connection therewith is in connection with a Limited Condition Transaction, then the condition precedent set forth in this clause (iii) shall be limited to (A) the Specified Representations with respect to the Loan Parties and (B) the Specified Target Representations with respect to the Person to be acquired or the investment to be made, in each case, as mutually agreed upon by the Administrative Borrowers and the Agent; (iv) the proceeds of such Incremental Revolving Commitments shall be used for acquisitions and other investments, capital expenditures, working capital, and other general corporate purposes in accordance with, and as permitted by, the terms of the Loan Documents; (v) the Agent, in its sole discretion, has consented to such Incremental Revolving Commitments; and (vi) receipt of any consent (in form and substance satisfactory to the Agent) pursuant to this Section 2.21 shall the Second Lien Secured Notes Documents which is necessary for the incurrence of such Incremental Revolving Commitments to be in a minimum aggregate principal amount permitted pursuant to the terms of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent)Second Lien Secured Notes Documents. (b) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant In connection with any Incremental Revolving Commitments, this Agreement may be amended in a writing executed and delivered by the Administrative Borrowers and Agent to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein, including, without limitation, amending and restating or supplementing Schedule C-1 to reflect the new Revolver Commitments of the Lenders (including any Incremental Revolver Commitments of the Incremental Revolving Lenders). This Section 2.16(b) shall supersede any provisions in Section 13.1 to the contrary. (c) Agent shall promptly notify the Lender Group of a request by the US Administrative Borrower for Incremental Revolving Commitments, which notice shall include (i) the proposed amount, (ii) the proposed Increase Date, (iii) whether the proposed increase should be made to the UK Revolver Commitments or the US Revolver Commitments (or both), and (iii) the date by which Lenders wishing to participate in the Incremental Revolving Commitments must commit to an Incremental Revolving Commitment (the “Incremental Commitment Date”). Incremental Revolving Commitments may be provided provided, by any existing Lender (it being understood that no existing Lender will have an obligation to providemake any Incremental Revolving Commitment, and but the Borrower Parties shall Borrowers will have no an obligation to offer any approach the existing Lender the opportunity to provide any commitment forGroup first, 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) prior to any Additional Lender’s providing such , to provide any Incremental Revolving Commitments if Commitment) or by any Additional Lender (each 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each existing 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachCommitment, an “Incremental Revolving Lender” and, collectively, the “Incremental Revolving Lenders”) ); provided that Agent, the Swing Lender and each Issuing Bank shall have consented in respect each of their sole discretion to such increase, (i) each Additional Xxxxxx’s providing such Incremental Revolving Commitments. If any Incremental Revolving Commitments are provided in accordance with this Section 2.16, no Person who is not at the time a Lender will automatically and without further act be deemed selected to provide the Incremental Revolving Commitments until the then-existing Lenders have assumed been provided with a reasonable opportunity to provide all or a portion of such Incremental Revolving Xxxxxx’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 Commitments; provided that none of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each then-existing Lenders will be required to provide any such Incremental Revolving Lender) will equal Commitments without their respective consent. For the percentage avoidance of doubt, no Loan Party or Subsidiary thereof or any Affiliate of the aggregate Revolving Facility Commitments 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 foregoing shall 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 an Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing).; (cd) Any On the applicable Increase Date, each Additional Lender shall be or become a Lender party to this Agreement as of such applicable Increase Date by delivering an Incremental Agreement as of such Increase Date; (e) The Incremental Revolving Commitments shall be subject to the following terms prior satisfaction of conditions precedent to be agreed between the US Administrative Borrower, the Incremental Revolving Lenders providing such Incremental Revolving Commitments, and conditions the Agent, including, without limitation, that Agent shall have received on or before the Increase Date the following, each dated such date: (i) (A) a certificate of an Authorized Person certifying to resolutions of such Loan Party’s Board of Directors or sole member, as applicable, approving the Incremental Revolving Commitments, the borrowing of Revolving Loans thereunder and the corresponding modifications to this Agreement and such other matters as requested by Agent and (B) if requested by Agent, an opinion of counsel for the Borrowers, in form and substance reasonably satisfactory to Agent; (ii) an Incremental Agreement from each Additional Lender in form and substance satisfactory to Agent (each, an “Incremental Agreement”), duly executed by such Additional Lender, Agent (at the direction of the Required Lenders) and the Administrative Borrowers; and (iii) such other documents, certificates, opinions, or other items (that are substantially consistent with the items delivered on the Closing Date, but in any event no Default new or Event supplemental debenture under English law shall be required to be delivered in connection with such Incremental Revolving Commitments) as may be reasonably requested by Agent or the Incremental Revolving Lenders providing such Incremental Revolving Commitments; (f) On the applicable Increase Date, upon fulfillment of Default the conditions set forth in Section 2.16(e), Agent shall have occurred notify the Lender Group (including each Additional Lender) and be continuing or would result from the US Administrative Borrower of the incurrence of the Incremental Revolving Commitments to be effected on the related Increase Date and shall record in the Register the relevant information with respect to the Incremental Revolving Lenders on such date. (g) Upon any Increase Date on which any Incremental Revolving Commitments are effected if, on such Increase Date, there are any Revolving Loans outstanding, each of the Lenders that has an existing Revolver Commitment or Revolving Loan, as applicable, shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each such Lender, at par, such interests in the Revolving Loans outstanding on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the Lenders with existing Revolver Commitments or Revolving Loans, as applicable, and Incremental Revolving Lenders ratably in accordance with their Revolver Commitments after giving effect to the addition of such Incremental Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At The Borrowers shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.23, but without requiring the consent of the Administrative Agent (except as otherwise provided in this Section 2.23) or the Lenders, to request at any time and from time to timetime after the Effective Date and prior to the Maturity Date that one or more Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders) provide Incremental Revolving Commitments and, subject to the applicable terms and conditions set forth hereincontained in this Agreement and the relevant Incremental Revolving Commitment Agreement, the Borrower maymake Revolving Loans and participate in Letters of Credit and Swingline Loans pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Revolving Commitment, by notice and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Commitment and executed and delivered to the Administrative Agent and the Borrowers an Incremental Revolving Commitment Agreement as provided in clause (whereupon b) of this Section 2.23, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Commitment (if any) or participate in any Letters of Credit or Swingline Loans in excess of its Revolving Commitment Percentage, in each case, as in effect prior to giving effect to such Incremental Revolving Commitment provided pursuant to this Section 2.23, (ii) any Lender (including any Person which is an Eligible Assignee who will become a Lender) may so provide an Incremental Revolving Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Revolving Commitment shall promptly deliver a copy to each require the consent of the Lenders)Administrative Agent, establish one or more increases in each Issuing Lender and the Revolving Facility Commitments Swingline Lender (the “which consents shall not be unreasonably withheld) to provide an Incremental Revolving Commitments”). Notwithstanding anything Commitment pursuant to the contrary hereinthis Section 2.23, (iii) the aggregate amount of the each request (and provision therefor) for Incremental Revolving Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Revolving Commitment pursuant to a given Incremental Revolving Commitment Agreement pursuant to this Section 2.23 (including Persons who are Eligible Assignees and will become Lenders) of at least $10,000,000 (or such lesser amount that is acceptable to the Administrative Agent), (iv) the aggregate amount of all Incremental Revolving Commitments permitted to be provided pursuant to this Section 2.23 shall not exceed in the aggregate $55,000,000, (v) the Applicable Percentages with respect to Loans, Commitment Fees and Letter of Credit Fees in connection with a Incremental Revolving Commitment shall be the same as those applicable to any other Loans, Commitment Fees and Letter of Credit Fees, as the case may be, hereunder immediately prior to the Incremental Revolving Commitment Date with respect to such Incremental Revolving Commitment, (vi) the up-front fees payable to each Incremental Lender shall be separately agreed to by the Borrowers, the Administrative Agent and such Incremental Lender, (vii) all Revolving Loans incurred pursuant to an amount equal Incremental Revolving Commitment (and all interest, fees and other amounts payable thereon) shall be Credit Party Obligations under this Agreement and the other Credit Documents and shall be secured by the Security Documents, and guaranteed under the Guaranties, on a pari passu basis will all other Loans secured by each Security Document and guaranteed under the Guaranties, and (viii) each Lender (including any Person which is an Eligible Assignee who will become a Lender) agreeing to $100.0 million. Each establishment provide an Incremental Revolving Commitment pursuant to an Incremental Revolving Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Swingline Loans and Letters of Credit pursuant to Sections 2.2(b)(ii) and 2.3(c), respectively, and make Revolving Loans as provided in Section 2.1(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the other applicable Credit Documents. (b) At the time of the provision 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 (or 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 provide2.23, and the Borrower Parties shall have no obligation to offer any existing Lender the opportunity to provide any commitment foreach Borrower, Incremental Revolving Commitments)each Guarantor, in each case, on terms permitted under this Section 2.21, or any Additional Lender; provided that the Administrative Agent shall have consented (in and each case, such consent not Lender or other Eligible Assignee which agrees to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such provide an Incremental 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 become effective pursuant to an amendment Commitment (each, an “Incremental Facility AmendmentLender”) shall execute and deliver to this Agreement andthe Borrowers and the Administrative Agent an Incremental Revolving Commitment Agreement, as appropriate, appropriately completed (with the other Loan Documents, executed by effectiveness of the Borrower Parties, each Lender or Additional Lender providing Incremental Revolving Commitment provided therein to occur on the date set forth in such Incremental Revolving Commitments Commitment Agreement, which date in any event shall be no earlier than the date on which (but without i) all fees required to be paid in connection therewith at the consent time of any such effectiveness shall have been paid, (ii) all Incremental Revolving Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.23 shall have been satisfied and (iv) all other Lender) and the Administrative Agentconditions precedent that may be set forth in such Incremental Revolving Commitment Agreement shall have been satisfied). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees thatRevolving Commitment Agreement and, upon the effectiveness of any Incremental Facility Amendmentat such time, this Agreement and the other Loan Documents, as applicable, Schedule 1.1(d) shall be deemed amended to the extent (but only to the extent) necessary modified to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing of such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Lenders. (c) Any It is understood and agreed that the Incremental Revolving Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Revolving Commitment Agreement shall be subject to the following terms and conditions (i) no Default or Event of Default shall have occurred constitute part of, and be continuing or would result from added to, the incurrence Revolving Commitment and each Incremental Lender shall constitute a Lender for all purposes of such Incremental Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the Borrower this Agreement and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (ii), all each other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving FacilityCredit Document. (d) The proceeds At the time of any provision of Incremental Revolving Commitments will be used for general corporate purposes pursuant to this Section 2.23, the Borrowers shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and any other transaction not prohibited hereunderthe Incremental Lenders). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 each 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 necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitments (after giving effect to any increase in the Revolving Commitment pursuant to this Section 2.23) and with the Applicable Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.16 in connection with any 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)repayment and/or borrowing.

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) At The Borrower is requesting 2021 Incremental Revolving Commitments in the aggregate principal amount of $50,000,000 from the 2021 Incremental Revolving Lenders pursuant to, 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 are being incurred in reliance on clause (i)(y)(A) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Each 2021 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its 2021 Incremental Revolving Commitments as a Revolving Commitment Increase under the 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 to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to timetime on and after the Fourth Incremental Amendment Time until the earlier of the Revolving 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, subject 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 terms and conditions set forth herein, the Borrower may, by notice Revolving Commitment Increase pursuant 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 “2021 Incremental 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 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). Notwithstanding anything , 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 contrary herein, Revolving Commitment Increase pursuant to the aggregate amount of the 2021 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall not exceed an amount equal be based on such Revolving Lender’s Pro Rata Share (determined after giving effect to $100.0 millionthe Revolving Commitment Increase pursuant to the 2021 Incremental Revolving Commitments) of the aggregate LC Exposure. Each establishment 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) The obligations of each 2021 Incremental Revolving Lender to provide the 2021 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 (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 3 shall become effective on the Extension Effective Date immediately after the Extension Effective Time occurs (the “Fourth Incremental Amendment Condition” and the time of such satisfaction being the “Fourth Incremental Amendment Time”); provided that, without limitation, the Fourth Incremental Amendment Time shall be deemed to be the date that the certificate 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 in Section 2(f)(i) above is delivered 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 date such certificate is delivered each of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties set forth in the Loan Documents are true and correct in all material respects Section 2(f) above (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respectsother than Section 2(f)(i) 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)above) has been satisfied.

Incremental Revolving Commitments. (a) At Upon the effectiveness of 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 “new Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the (i) each Lender holding Revolving Commitments and existing Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 immediately prior to the effectiveness of each Incremental Facility Amendment. Each of the parties 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 such new Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing a portion of such new Incremental Revolving Commitments (each, an a “New Incremental Revolving Lender”) in respect of such increase, (i) and each such New Incremental Revolving Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’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 Revolving Lender (including each such existing Incremental Revolving Lender and Revolving Lender and each New Incremental Revolving Lender) will equal the percentage of the aggregate Aggregate Revolving Facility Commitments (including the existing Revolving Commitments and Incremental Revolving Commitments and the New Incremental Revolving Commitments) of all Revolving Lenders presented represented by such XxxxxxRevolving Lender’s Revolving Facility Commitment and (ii) if, on 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 date 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 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 (ii) including under the arrangement or similar fees for 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 Agreement shall not apply to the transactions effected pursuant to 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 shall utilize, and all voluntary prepayments of Revolving Loans and terminations all Revolving Commitments and Incremental Revolving Commitments shall be as determined by the Borrower applied to, all outstanding Revolving Commitments 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 Facilitya pro rata basis. (d) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. ​ (a) At any time Each Incremental Revolving Lender hereby agrees, severally and from time not jointly, to time, subject provide an Incremental Revolving Commitment to the terms and conditions Borrower on the Incremental Closing Date in an aggregate principal amount equal to the amount set forth hereinopposite such Incremental Revolving Lender’s name on Annex A attached hereto (each an “Incremental Revolving Commitment” and, the Borrower maycollectively, 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 , on and subject to the contrary herein, terms set forth herein and in the aggregate amount of the Credit Agreement. The Incremental Revolving Commitments shall not exceed an amount equal be deemed to $100.0 millionbe “Revolving Commitments” as defined in the Credit Agreement for all purposes of the Loan Documents. 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 (or 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 Incremental Revolving Lender (i) confirms that a copy of the relevant 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 Commitments. Commitment, have been made available to such Incremental Revolving Commitments may be provided by Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any existing Lender (it being understood that no existing Lender will have an obligation to provideLender, and based on such documents and information as it shall deem appropriate at the Borrower Parties shall have no obligation time, continue to offer any existing Lender make its own credit decisions in taking or not taking action under the opportunity to provide any commitment forCredit Agreement or the other applicable Loan Documents, Incremental Revolving Commitments), in each case, on terms permitted under including this Section 2.21, or any Additional LenderAgreement; provided that and (iii) appoints and authorizes the Administrative Agent shall have consented (in each case, to take such consent not action as agent on its behalf and to be unreasonably withheld, delayed or conditioned) exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to any Additional Lender’s providing such Incremental Revolving Commitments if such consent by the Administrative Agent would be required under Section 9.04 for an assignment of Loans to by the terms thereof, together with such Additional Lenderpowers as are reasonably incidental thereto. Any Each Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional that is not a 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 immediately prior to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby this Agreement (if any) acknowledges and agrees that, upon the effectiveness of any Incremental Facility AmendmentClosing Date, this 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, 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to and bound by the following terms thereof, and conditions (i) no Default or Event shall perform all obligations of Default and shall have occurred all rights and be continuing or would result from the incurrence benefits of such Incremental a Revolving Commitments, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the Borrower Lender 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) 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 shall become effective unless, on the 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 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).a Lender thereunder. ​

Incremental Revolving Commitments. (a) At any time On the terms and from time to time, subject to the terms and conditions set forth herein, effective as of the Borrower mayAmendment Effective Date (which date shall constitute the Incremental Facility Closing Date for the Incremental Revolving Commitments granted under this Section 2), by notice each Incremental 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 Administrative Agent (whereupon US Tranche Revolving Credit Commitments under the Administrative Agent shall promptly deliver a copy Credit Agreement and the existing Loans and other extensions of credit made thereunder, respectively, immediately prior to each of the Lenders), establish one or more increases in the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything giving effect to the contrary herein, the aggregate amount establishment of the Incremental Revolving Commitments shall not exceed an amount equal hereunder, subject to $100.0 millionthe amendments contemplated by Section 3 hereof. Each establishment of From and after the Amendment Effective Date, the Incremental Revolving Commitments pursuant to this Section 2.21 Lenders shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by constitute “Lenders”, 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 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 become effective pursuant to an amendment (each, an constitute “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental US Tranche Revolving Commitments (but without the consent of any other Lender) Credit Commitments” and “Revolving Credit Commitments” and the Administrative Agent. The Administrative Agent loans made thereunder shall promptly notify constitute “US Tranche Revolving Credit Loans” and “Revolving Credit Loans”, in each Lender as to the effectiveness of each Incremental Facility Amendment. Each case for all purposes of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Credit Agreement and the other Loan Documents, as applicable, shall be deemed amended to . (c) US Borrowers may request the extent (but only to the extent) necessary to reflect the existence and terms making of Loans under the Incremental Revolving Commitments evidenced thereby. Upon from time to time on or after the Amendment Effective Date for general corporate and working capital purposes of the Group Members. (d) On the Amendment Effective 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 Facility Credit Commitments in accordance with provided by this Section 2.21, each Lender immediately prior to such increase Amendment will automatically and without further act be deemed to have assigned to each Lender or Additional Incremental Revolving Lender providing such an Incremental Revolving Commitments (eachCommitment, an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’s participations hereunder under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to the Incremental Revolving Commitments and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder under the Credit Agreement in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such the Incremental Revolving LenderLenders) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such XxxxxxLender’s Revolving Facility Commitment US Tranche Percentage, and (ii) if, on the Administrative Agent mayAmendment Effective Date, in consultation with there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on the Borrower, take any and all actions as may Amendment Effective Date be reasonably necessary to ensure that, after giving effect to such Xxxxxx’s 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 percentage Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.18 of the aggregate Revolving Facility Commitments held by each Lender (including each such Incremental Revolving Lender) will equal Credit Agreement. The minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments Credit Agreement shall be subject not apply 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 Revolving 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 transactions effected pursuant to documentation applicable to the existing Revolving Facilityimmediately preceding sentence. (d) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any So long as the Incremental Commitment Requirements are satisfied at the time and from time of the delivery of the request referred to timebelow, the Borrower shall have the right to request that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental Revolving Commitments and, subject to the applicable terms and conditions set forth hereincontained in this Agreement, make RF Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Revolving Commitment as a result of any such request by the Borrower mayBorrower, by notice and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Commitment and executed and delivered 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 “an Incremental Revolving Commitments”). Notwithstanding anything Commitment Agreement in respect thereof as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to the contrary herein, the aggregate amount fund any RF Loans in excess of the its Revolving Commitment as in effect prior to giving effect to such Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of Incremental Revolving Commitments Commitment provided pursuant to this Section 2.21 shall be 1.14, (ii) any Lender (or, in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof the circumstances contemplated by clause (or such lesser minimum amount reasonably approved by the Administrative Agent). (bv) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant below, any other Person which will qualify as an Eligible Transferee) may so provide an 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments (but Commitment without the consent of any other Lender, (iii) each provision of Incremental Revolving Commitments on a given date pursuant to this Section 1.14 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Transferees who will become Lenders)) of at least $2,500,000 and in integral multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of all Incremental Revolving Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $10,000,000, (v) the Borrower may request Incremental Revolving Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder, PROVIDED that any such Incremental Revolving Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $2,500,000 (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid to the then existing Lenders (if any) providing Incremental Revolving Commitments) and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent. (b) In connection with the Incremental Revolving Commitments to be provi(led pursuant to this Section 1.14, the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee (each, an "INCREMENTAL RF LENDER") which agrees to provide an Incremental Revolving Commitment shall execute and deliver to the Administrative Agent an Incremental Revolving Commitment Agreement substantially in the form of Exhibit K (appropriately completed), with the effectiveness of such Incremental RF Lender's Incremental Revolving Commitment to occur upon delivery of such Incremental Revolving Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent) and the Administrative Agentsatisfaction of the Incremental Commitment Requirements and any other conditions precedent that may be set forth in such Incremental Revolving Commitment Agreement. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees thatRevolving Commitment Agreement, 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to at such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increasetime, (i) each such Incremental the Total Revolving Lender will automatically Commitment under, and without further act for all purposes of, this Agreement shall be deemed to have assumed a portion of such Revolving Xxxxxx’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 increased by 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 amount of such Incremental Revolving Commitments, (ii) Annex I shall be deemed modified to reflect the arrangement or similar fees for any Incremental revised Revolving Commitments shall be as determined by of the Borrower and the arranger or the lenders providing such Incremental Revolving Commitments affected Lenders and (iii) except as otherwise provided to the extent requested by any Incremental RF Lender, RF Notes will be issued at the Borrower's expense, to such Incremental RF Lender, to be in clause conformity with the requirements of Section 1.05 (ii), all other terms with appropriate modification) to the extent needed to reflect the new RF Loans made by such Incremental RF Lender. (c) At the time of such any provision of Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to this Section 1.14, the existing Revolving Facility. (d) The proceeds Borrower shall, in coordination with the Administrative Agent, repay outstanding RF Loans of any Incremental Revolving Commitments will be used for general corporate purposes certain of the RF Lenders, and incur additional RF Loans from certain other RF Lenders (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and any other transaction not prohibited hereunderthe Incremental RF Lenders). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the 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 each 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 necessary so that all of the RF Lenders participate in each outstanding Borrowing of RF Loans PRO RATA on the basis of their respective Revolving Commitments (after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 1.14) and with the Borrower being obligated to pay to the respective RF Lenders any costs of the type referred to in Section 1.11 in connection with any 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)repayment and/or Borrowing.

Incremental Revolving Commitments. (a) At any time and during the Availability Period, the Borrower may request from time to timetime from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the L/C Issuer, the Swingline Lender (in each case, such approval not to be unreasonably withheld or delayed) and the Borrower (but subject to the terms and conditions set forth hereinin clause (b) below) that the Aggregate Revolving Commitments be increased (each such increase, the Borrower may, an “Increase”) 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 additional revolving commitments (the “Incremental Revolving Commitments”); provided, that, (x) the aggregate amount of all Incremental Revolving Commitments effected pursuant to this Section 2.16 shall not exceed $25,000,000 and (y) the Borrower may not request an Increase on more than three occasions during the Availability Period. Notwithstanding anything No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Applicable Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Applicable Percentage of such requested Increase or more than its Applicable Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their respective Applicable Percentages), and to the contrary hereinextent, ten (10) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Borrower (or the Administrative Agent, at the request of the Borrower and subject to any agreed upon compensation), shall (or, in the case of the Administrative Agent, shall use commercially reasonable efforts to) arrange for any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a new Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the unused capacity hereunder is less than $5,000,000, the amount of such remaining capacity) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the $25,000,000 during the term of this Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase. Neither any Arranger nor any Lender shall have any obligation or responsibility for arranging any Increase without its prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith. (b) Each of the following shall be conditions precedent to any Increase of the Revolving Commitments in connection therewith: (i) any Incremental Revolving Commitments under such Increase shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not exceed an amount equal constitute a credit facility separate and apart from the existing Revolving Facility; provided, that, any such Increase may provide for terms (including interest rate) more favorable to $100.0 million. Each establishment of the Lenders providing the Incremental Revolving Commitments pursuant thereunder if all then-existing Revolving Commitments are also provided the benefit of such more favorable terms (and the consent of any existing Revolving Lender shall not be required to this Section 2.21 implement such terms); provided further, that any upfront fees shall be in agreed between the Borrower and the Lenders providing such Increase and shall not be required to be paid to Lenders not providing such Increase; (ii) the Borrower shall have delivered a minimum aggregate principal amount written request for such Increase at least 10 Business Days prior to the requested establishment of $10.0 million and integral multiples of $1.0 million in excess thereof such Increase (or such lesser minimum amount later date as may be reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 , which request shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Commitments. Incremental Revolving Commitments may be provided by any existing Increase; (iii) (A) each Lender (it being understood that no existing Lender will have an obligation agreeing to providesuch Increase, 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 and the Administrative Agent shall have consented signed an Increase Joinder (in each caseany Increase Joinder may, such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such Incremental 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 with the consent of any other Lender) and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as , the Borrower and the Lenders agreeing to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees thatsuch Increase, upon the effectiveness of any Incremental Facility Amendment, effect such amendments to this Agreement and the other Loan Documents, Documents as applicable, shall may be deemed amended necessary or appropriate to effectuate the provisions of this Section 2.16 (including the preceding clause (ii))) or such other commitment or joinder agreement as is reasonably acceptable to the extent Administrative Agent, (but only to B) the extent) necessary to reflect the existence and terms of Borrower shall have executed any Notes requested by any Lender in connection with the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior established pursuant to such increase will automatically Increase, and without further act be deemed (C) the Loan Parties shall have delivered any legal opinions, resolutions and customary secretary’s and closing certificates requested by the Administrative Agent. Notwithstanding anything to have assigned to each Lender the contrary in this Agreement or Additional Lender providing such Incremental Revolving Commitments (eachin any other Loan Document, an “Incremental Revolving Lender”Increase Joinder reasonably satisfactory to the Administrative Agent, and the amendments to this Agreement effected thereby, shall not require the consent of any Lender other than the Lender(s) in respect of agreeing to establish such increase, Increase; (iiv) 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 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 all cases other than an Increase made in connection with a Limited Condition Acquisition for which the Borrower has made an LCA Election, immediately after giving pro forma effect to such Increase and the use of Credit proceeds thereof, the representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the date on which such Increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of such earlier date and (B) participations hereunder in Swingline connection with an Increase made in connection with a Limited Condition Acquisition for which the Borrower has made an LCA Election, (1) the Specified Representations shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the date on which such Increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of such earlier date and (2) the Specified Acquisition Agreement Representations shall be true and correct on the date Revolving Loans held by each Lender (including each such are made under the Incremental Revolving LenderCommitments established pursuant to such Increase; (v) will equal (A) in all cases other than an Increase made in connection with a Limited Condition Acquisition for which the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) the Administrative Agent mayBorrower has made an LCA Election, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure that, immediately after giving pro forma effect to such Xxxxxx’s Incremental Revolving CommitmentsIncrease and the use of proceeds thereof, 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (i) no Default or Event of Default shall have occurred and be continuing and (B) in connection with an Increase made in connection with a Limited Condition Acquisition for which the Borrower has made an LCA Election, there shall be (1) no Default or would result from Event of Default as of the incurrence LCA Test Date and (2) no Specified Event of Default immediately after giving effect to such Incremental Revolving Commitments, Increase and the use of proceeds thereof); (iivi) the Borrower shall have paid any applicable upfront and/or arrangement or similar fees for in connection with such Increase; (vii) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent may reasonably require that are necessary to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Increase; and (viii) upon each Increase in accordance with this Section 2.16, all outstanding Loans, participations hereunder in Letters of Credit and participations hereunder in Swingline Loans held by each Lender shall be reallocated among the Lenders (including any Incremental newly added Lenders) in accordance with the Lenders’ respective revised Applicable Percentages, pursuant to procedures reasonably determined by the Administrative Agent in consultation with the Borrower. (c) Upon the effectiveness of any Increase, all references in this Agreement and any other Loan Document to the Revolving Commitments and Aggregate Revolving Commitments shall be as determined by deemed, unless the Borrower and context otherwise requires, to include 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 established pursuant to documentation applicable to such Increase and any accompanying amendments effected through the existing Revolving FacilityIncrease Joinder. (d) The proceeds of any Incremental Revolving Loans and Revolving Commitments will established pursuant to this Section 2.16 shall constitute Revolving Loans and Revolving Commitments under, and shall be used for general corporate purposes (including financing capital expendituresentitled to all the benefits afforded by, Permitted Business Acquisitionsthis Agreement and the other Loan Documents, Restricted Paymentsand shall, refinancing of Indebtedness and any other transaction not prohibited hereunder). (e) Notwithstanding without limiting the foregoing, no Incremental Facility Amendment benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Borrower shall become effective unless, on take any actions reasonably required by Administrative Agent to ensure and demonstrate that the date of such effectiveness, the representations Liens and warranties set forth in security interests granted by the Loan Documents are true and correct in all material respects (or, in continue to be perfected under the case UCC or otherwise after giving effect to the establishment 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)new Revolving Commitments.

Incremental Revolving Commitments. (a) At any time The Borrower and one or more Lenders (including New Lenders reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender) may from time to time, subject to the terms time agree that such Lenders shall incur Incremental Revolving Commitments by executing and conditions set forth herein, the Borrower may, by notice delivering 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 “an Incremental Revolving Commitments”). Notwithstanding anything to Commitment Activation Notice specifying (i) the contrary herein, the aggregate amount of the Incremental Revolving Commitments and (ii) the applicable Incremental Revolving Commitment Closing Date. Notwithstanding the foregoing, (1) (A) the aggregate principal amount of Incremental Revolving Commitments shall not exceed an amount $100,000,000, (B) no Incremental Revolving Commitments may be incurred if a Default would be in existence immediately before or after giving pro forma effect thereto and to any concurrent transactions and any substantially concurrent use of the proceeds thereof, and (C) after giving pro forma effect thereto and to any concurrent transactions, the Consolidated Leverage Ratio shall be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10, and (2) unless otherwise agreed by the Administrative Agent, (A) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100.0 million25,000,000 and (B) no more than four Incremental Revolving Commitment Activation Notices may be delivered by the Borrower after the Closing Date. Each No existing Lender shall have any obligation to incur any Incremental Revolving Commitments unless it agrees to do so in its sole discretion. (b) Any Incremental Revolving Commitment shall be on the same terms, pursuant to the same documentation, and treated the same as the existing Revolving Facility and shall be considered to be part of the Revolving Facility. (c) Any additional bank, financial institution or other Person that elects to become a new Lender under this Agreement in connection with any transaction described in Section 2.02(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other Person (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement and the other Loan Documents. (d) Upon each increase in the establishment of any 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.212.02, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such a portion of the Incremental Revolving Commitments (each, each an “Incremental Revolving Lender”) in respect of such increase, (i) and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed assumed, a portion of such Revolving XxxxxxLender’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 (Ai) participations hereunder in Letters of Credit and (Bii) participations hereunder in Swingline Loans 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 XxxxxxLender’s Revolving Facility Commitment Percentage and if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitments either be prepaid from the proceeds of additional Revolving Loans made hereunder or assigned to an Incremental Revolving Lender (ii) the Administrative Agent mayin each case, reflecting such Incremental Revolving Commitments, such that Revolving Loans are held ratably in consultation accordance with the Borrower, take any and all actions as may be reasonably necessary to ensure thateach Lender’s pro rata share, after giving effect to such Xxxxxx’s Incremental increase), which prepayment or assignment shall be accompanied by accrued interest on the Revolving CommitmentsLoans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the percentage of transactions effected pursuant to the aggregate immediately preceding sentence. If there is a new Revolving Facility Commitments held by each Lender (including each Borrowing on such Incremental Revolving Lender) will equal Commitment Closing Date, the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall be subject after giving effect 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 Revolving 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 make such Revolving FacilityLoans in accordance with Section 2.01. (d) 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 shall become effective unless, on the 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 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).

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) At The Borrower is requesting 2019 Incremental Revolving Commitments in the aggregate principal amount of $45,000,000 from the 2019 Incremental Revolving Lenders pursuant to, and on the terms set forth in, Section 2.19 of the Credit Agreement, effective on the Second Incremental Amendment Date (as defined below). The full principal amount of such 2019 Incremental Revolving Commitments are being incurred initially in reliance on clause (i)(x) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Each 2019 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its 2019 Incremental Revolving Commitments as a Revolving Commitment Increase under the 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 to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to timetime on and after the Second Incremental Amendment Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Revolving Lender in accordance with the terms of the Amended Credit Agreement, subject 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 terms and conditions set forth herein, the Borrower may, by notice Revolving Commitment Increase pursuant 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 “2019 Incremental 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 Date (“Existing Revolving Loans”). Notwithstanding anything , 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 contrary herein, Revolving Commitment Increase pursuant to the aggregate amount of the 2019 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall not exceed an amount equal be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to $100.0 millionthe Revolving Commitment Increase pursuant to the 2019 Incremental Revolving Commitments) of the aggregate LC Exposure. Each establishment 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) The obligations of each 2019 Incremental Revolving Lender to provide the 2019 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 (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 2 shall set forth not become effective until the requested amount and proposed terms date on which each of the relevant 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 Revolving Commitments may be provided by any existing Lender Amendment Conditions are not satisfied on or prior to the date that is 30 calendar days after the date hereof): (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 i) 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, received a certificate executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments (but without the consent a Responsible Officer 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 certifying that, after giving effect to such Xxxxxx’s Incremental Revolving Commitments, the percentage as of the aggregate Revolving Facility Commitments held by each Lender (including each such Second Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment (which may be accomplished, at the discretion of the Administrative Agent following consultation with the BorrowerAmendment Date, (ix) by requiring the outstanding Loans to be prepaid with the proceeds each 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) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are true and correct in all material respects (or, in the case of any representations on and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date the Second Incremental Amendment Date with the same effect as though made on and as of such datethe Second Incremental Amendment Date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which such case such representations and warranties shall be 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 contemplated by this Amendment; (ii) Holdings and the Borrower shall have paid on or prior to the Second Incremental Amendment Date to the 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 the Loan Parties and (y) each local counsel for the Loan Parties listed on Schedule 4.02

Incremental Revolving Commitments. (a) At any time and The Company may, by written notice to the Administrative Agent from time to time, subject request that the total Revolving Commitments be increased; provided that the aggregate amount of such increase shall not exceed $250,000,000. Such notice shall set forth the amount of the requested increase in the Revolving Commitments (which shall be in minimum increments of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the terms and conditions set forth hereinMaturity Date). The Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the Borrower mayrequested increase; provided that, by notice to notwithstanding the foregoing, no Person shall become a Lender without the prior written consent of the Administrative Agent (whereupon which shall not be unreasonably withheld). The Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall promptly deliver reasonably specify to evidence its Revolving Commitment and/or its status as a copy to each of the Lenders), establish one or more increases Lender hereunder. Any increase in the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Revolving Commitments shall not exceed may be made in 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 (or such lesser minimum amount reasonably approved which is less than the increase requested by the Administrative Agent)Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) that the Administrative Agent may, in consultation with the Borrower, may take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Xxxxxx’s Incremental any increase in the Revolving Commitments pursuant to this Section 2.23, the outstanding Revolving Loans (if any) are held by the Lenders pro rata in accordance with their new 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 Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment (which . This may be accomplished, accomplished at the reasonable 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 BorrowingLoans, (ii) by causing non-increasing Lenders that are not Augmenting Lenders to assign assign, at the Company’s expense, portions of their outstanding Loans to Incremental Revolving Augmenting Lenders or (iii) by a any combination of the foregoing). . Any prepayment or assignment described in this paragraph (cb) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (i) no Default Section 2.15, but otherwise without premium or Event of Default shall have occurred and be continuing or would result from the incurrence of such Incremental Revolving 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 Facilitypenalty. (d) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, establish one or more increases in request during the Revolving Facility Commitments (Commitment Period the “establishment of Incremental Revolving Commitments”), provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Notwithstanding anything Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall 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 contrary hereinAdministrative Agent, (ii) the aggregate amount of the Incremental Revolving Commitments being requested (which shall not exceed be an amount equal not less than $5,000,000) and (iii) the identity of each Person proposed to $100.0 million. Each establishment of become an Incremental Revolving Commitments pursuant Lender in connection therewith (it being agreed that (x) any Lender approached to this 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, if such approval would then be required under Section 2.21 shall 10.6(c) for an assignment to such Person of a Commitment or Loan, must be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)). (b) Each notice from The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and 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 pursuant determines to this Section 2.21 shall set forth increase the requested amount and proposed terms interest rate or fees payable in respect of the relevant Incremental Revolving Commitments. 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 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 be; provided by any existing Lender (it being understood further that no existing Lender will have an obligation to provide, and the Borrower Parties shall have no obligation at its election may pay upfront or closing fees with respect to offer any existing Lender the opportunity to provide any commitment for, 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, 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 Incremental Revolving Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant unless (i) on the date of effectiveness thereof, both immediately prior to an amendment (each, an “Incremental Facility Amendment”) and immediately after giving effect to this 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 and assuming that the consent full amount 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachshall have been funded as Loans on such date), an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties of each Credit Party set forth in the Loan Credit Documents are shall be true and correct in all material respects (or, A) in the case of any the representations and warranties qualified by materiality or Material Adverse Effectas to materiality, in all respects and (B) otherwise, in all material respects) as of such date with the same effect as though made , in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to the extent such representations and warranties expressly relate to an earlier date (a prior date, in which such case such representations representation and warranties 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 an Authorized Officer of the Borrower, confirming compliance with the condition set forth in clause (i) above 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 Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent 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 the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such earlier Incremental Revolving Lender and (ii) the Maximum Credit shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, 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 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 Revolving 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. In addition, on such effective date, each of the Lenders holding a Revolving Commitment prior to such date (the “Pre-Increase Revolving Lenders”) shall automatically and without any further action by any party be deemed to have assigned to the Incremental Revolving Lenders on such date (the “Post-Increase Revolving Lenders”), and the Post-Increase Revolving Lenders will automatically and without any further action by any party be deemed to have assumed and purchased from the Pre-Increase Revolving Lenders, such participation interest in the Letter of Credit Obligations, Swing Line Loans and Protective Advances outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such deemed assignments and assumptions, the Letter of Credit Obligations shall be held by each Pre-Increase Revolving Lender and each Post-Increase Revolving Lender ratably in accordance with its Ratable Share after giving effect to the Incremental Revolving Commitments.

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, establish one or more increases in request during the Revolving Facility Commitments (Availability Period, the “establishment of Incremental Revolving Commitments”). Notwithstanding anything to the contrary herein, provided that (i) the aggregate amount of all the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of 100,000,000 and (ii) each Incremental Revolving Commitments pursuant to this Section 2.21 Commitment shall be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof 5,000,000. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such lesser minimum amount reasonably approved 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 (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) Each notice from the Borrower pursuant The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to this Section 2.21 be made thereunder shall set forth the requested amount and proposed terms be identical to those 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 provideand Loans and other extensions of credit made thereunder, 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, be treated as a single Class with such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such Incremental 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 and Loans. (c) The Incremental Revolving Commitments shall become effective be effected pursuant to an amendment (each, an “one or more Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, Agreements executed and delivered by the Borrower PartiesBorrower, each Lender or Additional Incremental Revolving 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any ; provided that no Incremental Revolving Commitments shall be subject to the following terms and conditions become ​ ​ effective unless (i) no Default or Event of Default shall have occurred and be continuing or would result from on the incurrence date of such Incremental Revolving Commitmentseffectiveness thereof, (ii) the arrangement or similar fees for any Incremental Revolving Commitments shall be as determined by the Borrower both immediately prior to and the arranger or the lenders providing immediately after giving effect to such Incremental Revolving Commitments and (iii) except as otherwise provided in clause the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii), all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facility. (d) 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 shall become effective unless, on the date of such effectivenesseffectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents are shall be true and correct in all material respects (or, A) in the case of any the representations and warranties qualified by materiality or Material Adverse Effectas to materiality, in all respects and (B) otherwise, in all material respects) as of such date with the same effect as though made , in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to the extent such representations and warranties expressly relate to an earlier date (a prior date, in which such case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier 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 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 related transactions under this Section and (v) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (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 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 increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. ​ ​ (e) On the date of effectiveness of any Incremental 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 Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) [Intentionally Omitted] (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.21(a) and of the effectiveness 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).

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) At The Borrower is requesting 2019 Incremental Revolving Commitments in the aggregate principal amount of $45,000,000 from the 2019 Incremental Revolving Lenders pursuant to, and on the terms set forth in, Section 2.19 of the Credit Agreement, effective on the Second Incremental Amendment Date (as defined below). The full principal amount of such 2019 Incremental Revolving Commitments are being incurred initially in reliance on clause (i)(x) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Each 2019 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its 2019 Incremental Revolving Commitments as a Revolving Commitment Increase under the 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 to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to timetime on and after the Second Incremental Amendment Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Revolving Lender in accordance with the terms of the Amended Credit Agreement, subject 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 terms and conditions set forth herein, the Borrower may, by notice Revolving Commitment Increase pursuant 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 “2019 Incremental 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 Date (“Existing Revolving Loans”). Notwithstanding anything , 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 contrary herein, Revolving Commitment Increase pursuant to the aggregate amount of the 2019 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall not exceed an amount equal be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to $100.0 millionthe Revolving Commitment Increase pursuant to the 2019 Incremental Revolving Commitments) of the aggregate LC Exposure. Each establishment 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) The obligations of each 2019 Incremental Revolving Lender to provide the 2019 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 (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice from the Borrower pursuant to this Section 2.21 2 shall set forth not become effective until the requested amount and proposed terms date on which each of the relevant 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 Revolving Commitments may be provided by any existing Lender Amendment Conditions are not satisfied on or prior to the date that is 30 calendar days after the date hereof): (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 i) 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, received a certificate executed by the Borrower Parties, each Lender or Additional Lender providing such Incremental Revolving Commitments (but without the consent a Responsible Officer 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 certifying that, after giving effect to such Xxxxxx’s Incremental Revolving Commitments, the percentage as of the aggregate Revolving Facility Commitments held by each Lender (including each such Second Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment (which may be accomplished, at the discretion of the Administrative Agent following consultation with the BorrowerAmendment Date, (ix) by requiring the outstanding Loans to be prepaid with the proceeds each 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) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are true and correct in all material respects (or, in the case of any representations on and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date the Second Incremental Amendment Date with the same effect as though made on and as of such datethe Second Incremental Amendment Date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which such case such representations and warranties shall be 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 contemplated by this Amendment; (ii) Holdings and the Borrower shall have paid on or prior to the Second Incremental Amendment Date to the 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 the Loan Parties and (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 case, with respect to the Amendment and dated on or after the Effective Date and on or prior to the Second Incremental Amendment Date and addressed to the Administrative Agent, the Collateral Agent and the 2019 Incremental Revolving Lenders and in 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 be in customary form and substance); (iv) the Administrative Agent shall have received (x) a certificate as to the 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 Second Incremental Amendment Date certifying (A) that attached thereto is a copy of the 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 on the 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 Revolving 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 Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above; (v) the Administrative Agent shall 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 other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at 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 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) as of the calendar day prior to the Second Incremental Amendment Date shall have been paid to the Administrative Agent on behalf of the Existing Revolving Lenders; provided that, without limitation, the Second Incremental Amendment Date shall 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 Amendment Conditions (other than clause (i) above) has been satisfied. (d) Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in correct alphabetical order:

Incremental Revolving Commitments. (a) At any time and from time to timetime prior to the Maturity Date, 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 request to increase the existing Revolving Facility Commitments (the “Incremental Revolving Commitments”) and, at the Borrower’s option, increase the Swing Line Facility and the Letter of Credit Sublimit on a ratable basis (with the consent of the Swing Line Lender and the Issuing Banks, respectively). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million250,000,000. Each establishment exercise of the Borrower’s right to seek Incremental Revolving Commitments pursuant to this Section 2.21 shall be in a minimum an integral multiple of $1,000,000 and be in an aggregate principal amount of that is not less than $10.0 million and integral multiples of $1.0 million in excess thereof 25,000,000 (or 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 the proposed terms of the relevant Incremental Revolving Commitments. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Revolving Commitments may be provided by (any such bank, financial institution, existing Lender (it or other Person being understood that no existing called an “Additional Lender”) shall be reasonably satisfactory to the Borrower, the Administrative Agent, the Swing Line Lender will have an obligation to provideand each Issuing Bank and, and the Borrower Parties if not already a Lender, shall have no obligation to offer any existing become a 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 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 become effective Agreement pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower PartiesBorrower, each Lender or such Additional Lender providing such and the Administrative Agent. No Lender shall be obligated to provide any Incremental Revolving Commitments (but Commitment unless, in its sole discretion, it so agrees. An Incremental Facility Amendment may, without the consent of any other Lender) and Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent. The Administrative Agent shall promptly notify each Lender as , to effect the provisions of this Section (including to provide for voting provisions applicable to the effectiveness of each Incremental Facility Amendment. Each of the parties 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 Additional Lenders comparable to the extent (but only to the extent) necessary to reflect the existence and terms provisions of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 clause (B) participations hereunder in Swingline Loans 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 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the 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 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).the

Incremental Revolving Commitments. (a) At 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 time and from time to time, subject loans made pursuant to the terms and conditions Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise set forth herein, the Borrower may, by notice Incremental Revolving Commitments shall have the same terms and conditions as those of the Revolving Commitments existing prior to the Administrative Agent Incremental Facility Amendment Effective Date under the Credit Agreement. (whereupon c) From the Administrative Agent Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall promptly deliver a copy to each be made in accordance with the aggregate Revolving Commitments of the Lenders), establish one or more increases in Lenders after giving effect to the Revolving Facility Commitments (the “Incremental Revolving Commitments”). Notwithstanding anything 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 contrary hereinAdvances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the aggregate amount 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 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 (or such lesser minimum amount reasonably approved by the Administrative Agent). (b) Each notice accrue 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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 FacilityAmendment Effective Date. (d) 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 Upon the foregoing, no Incremental Facility Amendment shall become effective unlessEffective Date, on HSBC will be a Lender under the date Credit Agreement for all purposes 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 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)Credit Agreement.

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon Agent, request, after the Administrative Agent shall promptly deliver a copy Closing Date and prior to each of the Lenders), establish one or more increases in the Revolving Facility Commitments (Maturity Date, the “establishment of Incremental Revolving Commitments”); provided that the aggregate, cumulative amount of all Incremental Commitments established pursuant to this Section 2.21 shall not exceed $250,000,000. Notwithstanding anything Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than five 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 contrary hereinAdministrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested and (iii) the identity of each Lender or other Person that the Borrower proposes become an Incremental Revolving Lender with respect thereto, together with the proposed aggregate amount of the Incremental Revolving Commitments shall not exceed an amount equal Commitment for each such [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] Lender or other Person (it being agreed that (x) any Lender approached to $100.0 million. Each establishment of provide any Incremental Revolving Commitments pursuant Commitment may elect or decline, in its sole discretion, to this Section 2.21 shall provide such Incremental Revolving Commitment and (y) any such Person that is not a Lender must be in a minimum aggregate principal amount of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount an Eligible Assignee that is reasonably approved by acceptable to the Administrative Agent). (b) Each notice from The terms and conditions of any Incremental Revolving Commitment and Revolving Loans and other extensions of credit to be made thereunder shall be identical to the Borrower pursuant to this Section 2.21 shall set forth the requested amount terms and proposed terms conditions of the relevant Incremental Revolving Commitments. Commitments and Revolving Loans and other extensions of credit made thereunder. (c) The Incremental Revolving Commitments may shall be provided by any existing Lender (it being understood that no existing Lender will have an obligation effected pursuant to provide, and the Borrower Parties shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, one or more Incremental Revolving Commitments)Facility Agreements executed and delivered by the Borrower, 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 Incremental Revolving Lender providing such Incremental Revolving Commitments if such consent by Commitments, and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increase, unless (i) each no event has occurred and is continuing, or would result from such Incremental Revolving Lender will automatically and without further act be deemed to have assumed a portion Borrowing or from the application of the proceeds therefrom or from the issuance of such Revolving Xxxxxx’s participations hereunder in outstanding Letters Letter of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption that constitutes a Default or Event 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 BorrowingDefault, (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) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectivenesseffectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents are Section 4.01 shall be 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, (iii) after giving effect to and the making of Revolving Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof, the Borrower shall be in compliance with the covenant set forth in Section 5.03, (iv) the Borrower shall make any payments required to be made in connection with such Incremental Revolving Commitments and the related transactions under this Section 2.21, and (v) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary's certificates, officer's certificates and other documents of the types mentioned in Section 3.01(b), (c) and (d) as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Revolving Facility Agreement may, without the consent of any Lender, effect only such amendments to this Agreement as may be necessary to give effect to the Incremental Revolving Commitment referenced therein and in any event in a manner consistent with Section 2.21(b). (d) Upon 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 “Revolving Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders and Revolving Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders and Revolving Lenders hereunder and under the other Loan Documents, and (ii)(A) such Incremental 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 (B) the aggregate Revolving Commitments of all Revolving Lenders shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment.” For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Letter of [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] Credit Exposure of the Incremental Revolving Lender holding such Revolving Commitment, and the Revolving Commitment Percentages of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of the effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall be deemed to have assigned to each Incremental Revolving Lender holding such Incremental Revolving Commitments, and each such Incremental Revolving Lender shall be deemed to have purchased from each Revolving Lender, such interests in 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 participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Revolving Commitment Percentage after giving effect to the effectiveness of such Incremental Revolving Commitments. Any Revolving Loans outstanding immediately prior to the date of the effectiveness of such Incremental Revolving Commitments that are Eurodollar Rate Loans shall (except to the extent otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Revolving Lenders holding such representations Revolving Loans immediately prior to the date of the effectiveness of such Incremental Revolving Commitments, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time such Revolving Loans will be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01 in accordance with the Revolving Commitment Percentages of the Revolving Lenders (including the Incremental Revolving Lenders) after giving effect to the effectiveness of such Incremental Commitments; provided, however, that upon the occurrence of any Event of Default, each Incremental Revolving Lender will promptly purchase (for cash at face value) assignments of portions of such outstanding Revolving Loans of other Revolving Lenders so that, after giving effect thereto, all Revolving Loans that are Eurodollar Rate Loans are held by the Revolving Lenders (including the Incremental Revolving Lenders) in accordance with their then-current Revolving Commitment Percentages. Any such assignments shall be effect in accordance with the provisions of Section 8.06, provided that the parties hereto hereby consent to such assignments and warranties expressly relate to an earlier the minimum assignment amounts and processing and recordation fee set forth in Section 8.06(b) shall not apply thereto. Any Revolving Loans outstanding on the date of the effectiveness of such Incremental Revolving Commitments that are Base Rate Loans shall either be prepaid on such date or refinanced on such date (subject to the satisfaction of applicable borrowing conditions) with Revolving Loans made on such date by the Revolving Lenders (including the Incremental Revolving Lenders) in which accordance with their Revolving Commitment Percentages. In order to effect any such case such representations and warranties shall be true and correct refinancing, (i) each Incremental Revolving Lender will make Revolving Loans that are Base Rate Loans by transferring funds to the Administrative Agent in all material respects as an amount equal to the aggregate outstanding amount of such earlier Loans of such Class and Type times a percentage obtained by dividing the amount of such Incremental Revolving Lender's Incremental Revolving Commitment by the sum of all Revolving Commitments (after giving effect to the effectiveness of the Incremental Commitments on such date) and (ii) such funds will be applied to the prepayment of outstanding Revolving Loans that are Base Rate Loans held by the Revolving lenders, in such amounts so that, after giving effect thereto, all Revolving Loans that are Base Rate Loans will be held by the Revolving Lenders in [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] accordance with their then-current Revolving Commitment Percentages. On the date of the effectiveness of such Incremental Commitments, the Borrower will pay to the Administrative Agent, for the accounts of the Revolving Lenders receiving such prepayments, accrued and unpaid interest on the aggregate principal amount of the Revolving Loans being prepaid. The Administrative Agent and the lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) The Administrative Agent shall notify Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.21(a) and of the effectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and of the Revolving Commitment Percentages of the Revolving Lenders after giving effect thereto and of the assignments deemed to have been made pursuant to Section 2.21(e).

Incremental Revolving Commitments. (a) At any time Schedule II hereto sets forth the Incremental Revolving Commitment of each Incremental Revolving Lender as of the Incremental Effective Date. The Incremental Revolving Commitment of each Incremental Revolving Lender shall be several and from time to time, subject not joint. (b) Except as otherwise set forth herein relating to the terms and conditions set forth hereinIncremental Revolving Fee (as defined below), the Borrower may, by notice Incremental Revolving Commitments and the Revolving Loans and other extensions of credit made thereunder shall have the terms applicable to the Administrative Agent Revolving Commitments in effect prior to the Incremental Effective Date and the Revolving Loans and other extensions of credit made thereunder (whereupon including [[NYCORP:3450216v7:3134D: 01/31/2014--09:21 AM]] with respect to the Administrative Agent shall promptly deliver a copy to each Applicable Commitment Fee Rate and the Applicable Margin). Effective as of the Lenders)Incremental Effective Date, establish one the Incremental Revolving Lenders shall be (or more increases in the case of an existing Revolving Facility Commitments (the Lenders, shall continue to be) “Incremental Revolving CommitmentsLenders” and “Lenders”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment of Incremental be “Revolving Commitments pursuant to this Section 2.21 Commitments” and the loans made thereunder shall be in a minimum aggregate principal amount of $10.0 million “Revolving Loans” and integral multiples of $1.0 million in excess thereof (or 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)“Loans”, 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 Revolving Commitments if such consent by the Administrative Agent would be required under Section 9.04 case for an assignment of Loans to such Additional Lender. Any Incremental Revolving Commitments shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 all purposes of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Credit Agreement and the other Loan Documents. On the Incremental Effective Date, as applicable, Schedule I to the Credit Agreement shall be deemed amended to replaced with Schedule I hereto, which reflects the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitments evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 and Swingline Loans such that, all Lenders 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Revolving Commitments shall be subject Lender not already a Lender under the Credit Agreement immediately prior to the following terms and conditions (i) no Default or Event effectiveness of Default shall have occurred and be continuing or would result from the incurrence of such Incremental Revolving 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 this Agreement is acceptable to documentation applicable to the existing Revolving Facilityit. (d) The proceeds of any Each Incremental Revolving Commitments will Lender, by delivering its signature page to this Agreement, shall be used for general corporate purposes (including financing capital expendituresdeemed to have acknowledged receipt of, Permitted Business Acquisitionsand consented to and approved, Restricted Paymentseach Loan Document and each other document required to be delivered to, refinancing of Indebtedness and any other transaction not prohibited hereunder). (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the date of such effectivenessor be approved by or satisfactory to, the representations and warranties set forth in the Loan Documents are true and correct in all material respects (or, in the case Administrative Agent or any Class of any representations and warranties qualified by materiality Lenders on 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 prior 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)Incremental Effective Date.

Incremental Revolving Commitments. (a) At any time and The Company may from time to time, subject time notify the Administrative Agent that certain of the Lenders designated by the Company and/or that additional lenders shall be added to this Agreement as Incremental Lenders with Commitments for the terms purpose of increasing the existing Commitments (a “Revolving Commitment Increase”) by executing and conditions set forth herein, the Borrower may, by notice delivering 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 “an Incremental Revolving Commitments”). Notwithstanding anything to Loan Activation Notice signed by such Lenders or such additional lenders and specifying (i) the contrary herein, the aggregate amount of the respective Incremental 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment and (ii) the Administrative Agent mayapplicable Revolving Commitment Increase Date, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure otherwise duly completed; provided that, after giving effect to such Xxxxxx’s Revolving Commitment Increase (including the incurrence of any Incremental Revolving Commitments, Loans on the percentage applicable Revolving Commitment Increase Date and use 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 Commitments of all Lenders presented by such Xxxxxx’s Revolving Facility Commitment (which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowerproceeds thereof), (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) Any Incremental Revolving Commitments shall be subject to the following terms and conditions (ix) no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount of Commitments shall not exceed $2,000,000,000. (b) Each 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 would result from after the incurrence 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 Commitment of such Incremental Lender specified in such Incremental Revolving CommitmentsLoan Activation Notice, subject to the terms of this Agreement and the applicable Incremental Revolving 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) On any Revolving Commitment Increase Date, in the event any Loans are then outstanding, (i) each relevant Incremental Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine are necessary in order to cause, after giving effect to such increased Commitments and the application of such amounts to prepay Loans of other relevant Lenders, the Loans to be held ratably by Lenders in accordance with their respective Commitments after giving effect to such increase and (ii) the arrangement or similar fees for any Incremental Revolving Commitments Company and the relevant Subsidiary Borrower shall be as determined by the Borrower deemed to have prepaid and the arranger or the lenders providing such Incremental Revolving Commitments and (iii) except as otherwise provided in clause (ii), reborrowed all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to the existing Revolving Facilityoutstanding Loans. (d) 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 shall become effective unless, on the date terms of such effectivenessSection 10.1(a), the representations Company 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 Administrative Agent shall be true and correct in all material respects as of such earlier date)entitled to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately include, or provide for the integration of, any Revolving Commitment Increase under this Agreement.

Incremental Revolving Commitments. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, establish one or more increases in request during the Revolving Facility Commitments (Commitment Period the “establishment of Incremental Revolving Commitments”), provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Notwithstanding anything Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall 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 contrary hereinAdministrative Agent, (ii) the aggregate amount of the Incremental Revolving Commitments being requested (which shall be not exceed less than $5,000,000) and (iii) the identity of each Person proposed to become an amount equal to $100.0 million. Each establishment of Incremental Revolving Commitments pursuant Lender in connection therewith (it being agreed that (A) any Lender approached to this Section 2.21 shall 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 in a minimum aggregate principal amount of $10.0 million an Eligible Assignee and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably 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) Each notice from The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and 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 pursuant determines to this Section 2.21 shall set forth increase the requested amount and proposed terms interest rate or fees payable in respect of the relevant Incremental Revolving Commitments. 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 be; provided by any existing Lender (it being understood further that no existing Lender will have an obligation to provide, and the Borrower Parties shall have no obligation at its election may pay upfront or closing fees with respect to offer any existing Lender the opportunity to provide any commitment for, 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, 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 Incremental Revolving Lender providing such Incremental Revolving Commitments if such consent by and the Administrative Agent would be required under Section 9.04 for an assignment of Loans to such Additional Lender. Any Agent; provided that no Incremental Revolving Commitments shall become effective pursuant unless (i) on the date of effectiveness thereof, both immediately prior to an amendment (each, an “Incremental Facility Amendment”) and immediately after giving effect to this 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 and assuming that the consent full amount 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachshall have been funded as Loans on such date), an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing). (c) Any Incremental Revolving Commitments shall 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 Revolving 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) 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 shall become effective unless, on the date of such effectiveness, the representations and warranties of each Credit Party set forth in the Loan Credit Documents are shall be true and correct in all material respects (or, A) in the case of any the representations and warranties qualified by materiality or Material Adverse Effectas to materiality, in all respects and (B) otherwise, in all material respects) as of such date with the same effect as though made , in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to the extent such representations and warranties expressly relate to an earlier date (a prior date, in which such case such representations representation and warranties 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 Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent 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 the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such earlier dateIncremental 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 further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental 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 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 Revolving 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. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.24(a) and of the effectiveness 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) At The US Administrative Borrower may, at any time and from time to timetime prior to the Maturity Date, by notice to Agent, request an increase in the Revolver Commitments of the Lenders (the “Incremental Revolving Commitments”), subject to the terms and conditions set forth herein, the Borrower may, by notice in an aggregate principal amount for all such Incremental Revolving Commitments of up to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver $75,000,000 to be effective as of a copy to each of the Lenders), establish one or more increases in the Revolving Facility Commitments date (the “Increase Date”) specified in the related notice to Agent; provided, however, that: (i) any Incremental Revolving Commitments requested hereby shall be in an amount not less than $10,000,000; (ii) subject to Section 1.8 in connection with a Limited Condition Transaction, on the date of any request by the US Administrative Borrower for any Incremental Revolving Commitments and on the related Increase Date, no Event of Default shall have occurred and be continuing and no Event of Default shall result from such Incremental Revolving Commitments”). Notwithstanding anything ; (iii) immediately prior to the contrary herein, the aggregate amount incurrence of the Incremental Revolving Commitments Commitments, and after giving effect thereto, the representations and warranties set forth in Article IV shall not exceed an amount equal be true and correct in all material respects (without duplication of materiality qualifiers) (other than any such representations or warranties that, by their terms, refer to $100.0 million. Each establishment a specific date other than the applicable Increase Date, in which case as of such specific date); provided that, if the proceeds of such Incremental Revolving Commitment or any Borrowing or issuance, renewal or extension of any Letter of Credit, as applicable, in connection therewith is in connection with a Limited Condition Transaction, then the condition precedent set forth in this clause (iii) shall be limited to (A) the Specified Representations with respect to the Loan Parties and (B) the Specified Target Representations with respect to the Person to be acquired or the investment to be made, in each case, as mutually agreed upon by the Administrative Borrowers and the Agent; (iv) the proceeds of such Incremental Revolving Commitments shall be used for acquisitions and other investments, capital expenditures, working capital, and other general corporate purposes in accordance with, and as permitted by, the terms of the Loan Documents; and (v) the Agent, in its sole discretion, has consented to such Incremental Revolving Commitments; and (vi) receipt of any consent (in form and substance satisfactory to the Agent) pursuant to this Section 2.21 shall the Second Lien Secured Notes Documents which is necessary for the incurrence of such Incremental Revolving Commitments to be in a minimum aggregate principal amount permitted pursuant to the terms of $10.0 million and integral multiples of $1.0 million in excess thereof (or such lesser minimum amount reasonably approved by the Administrative Agent)Second Lien Secured Notes Documents. (b) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant In connection with any Incremental Revolving Commitments, this Agreement may be amended in a writing executed and delivered by the Administrative Borrowers and Agent to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein, including, without limitation, amending and restating or supplementing Schedule C-1 to reflect the new Revolver Commitments of the Lenders (including any Incremental Revolver Commitments of the Incremental Revolving Lenders). This Section 2.16(b) shall supersede any provisions in Section 13.1 to the contrary. (c) Agent shall promptly notify the Lender Group of a request by the US Administrative Borrower for Incremental Revolving Commitments, which notice shall include (i) the proposed amount, (ii) the proposed Increase Date, (iii) whether the proposed increase should be made to the UK Revolver Commitments or the US Revolver Commitments (or both), and (iii) the date by which Lenders wishing to participate in the Incremental Revolving Commitments must commit to an Incremental Revolving Commitment (the “Incremental Commitment Date”). Incremental Revolving Commitments may be provided provided, by any existing Lender (it being understood that no existing Lender will have an obligation to providemake any Incremental Revolving Commitment, and but the Borrower Parties shall Borrowers will have no an obligation to offer any approach the existing Lender the opportunity to provide any commitment forGroup first, 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) prior to any Additional Lender’s providing such , to provide any Incremental Revolving Commitments if Commitment) or by any Additional Lender (each 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Parties, each existing 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (eachCommitment, an “Incremental Revolving Lender” and, collectively, the “Incremental Revolving Lenders”) ); provided that Agent, the Swing Lender and each Issuing Bank shall have consented in respect each of their sole discretion to such increase, (i) each Additional Lender’s providing such Incremental Revolving Commitments. If any Incremental Revolving Commitments are provided in accordance with this Section 2.16, no Person who is not at the time a Lender will automatically and without further act be deemed selected to provide the Incremental Revolving Commitments until the then-existing Lenders have assumed been provided with a reasonable opportunity to provide all or a portion of such Incremental Revolving Xxxxxx’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 Commitments; provided that none of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each then-existing Lenders will be required to provide any such Incremental Revolving Lender) will equal Commitments without their respective consent. For the percentage avoidance of doubt, no Loan Party or Subsidiary thereof or any Affiliate of the aggregate Revolving Facility Commitments 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 foregoing shall 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 an Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing).; (cd) Any On the applicable Increase Date, each Additional Lender shall be or become a Lender party to this Agreement as of such applicable Increase Date by delivering an Incremental Agreement as of such Increase Date; (e) The Incremental Revolving Commitments shall be subject to the following terms prior satisfaction of conditions precedent to be agreed between the US Administrative Borrower, the Incremental Revolving Lenders providing such Incremental Revolving Commitments, and conditions the Agent, including, without limitation, that Agent shall have received on or before the Increase Date the following, each dated such date: (i) (A) a certificate of an Authorized Person certifying to resolutions of such Loan Party’s Board of Directors or sole member, as applicable, approving the Incremental Revolving Commitments, the borrowing of Revolving Loans thereunder and the corresponding modifications to this Agreement and such other matters as requested by Agent and (B) if requested by Agent, an opinion of counsel for the Borrowers, in form and substance reasonably satisfactory to Agent; (ii) an Incremental Agreement from each Additional Lender in form and substance satisfactory to Agent (each, an “Incremental Agreement”), duly executed by such Additional Lender, Agent (at the direction of the Required Lenders) and the Administrative Borrowers; and (iii) such other documents, certificates, opinions, or other items (that are substantially consistent with the items delivered on the Closing Date, but in any event no Default new or Event supplemental debenture under English law shall be required to be delivered in connection with such Incremental Revolving Commitments) as may be reasonably requested by Agent or the Incremental Revolving Lenders providing such Incremental Revolving Commitments; (f) On the applicable Increase Date, upon fulfillment of Default the conditions set forth in Section 2.16(e), Agent shall have occurred notify the Lender Group (including each Additional Lender) and be continuing or would result from the US Administrative Borrower of the incurrence of the Incremental Revolving Commitments to be effected on the related Increase Date and shall record in the Register the relevant information with respect to the Incremental Revolving Lenders on such date. (g) Upon any Increase Date on which any Incremental Revolving Commitments are effected if, on such Increase Date, there are any Revolving Loans outstanding, each of the Lenders that has an existing Revolver Commitment or Revolving Loan, as applicable, shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each such Lender, at par, such interests in the Revolving Loans outstanding on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the Lenders with existing Revolver Commitments or Revolving Loans, as applicable, and Incremental Revolving Lenders ratably in accordance with their Revolver Commitments after giving effect to the addition of such Incremental Revolving 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) 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 shall become effective unless, on the 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 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).

Incremental Revolving Commitments. (a) At 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 time and from time to time, subject loans made pursuant to the terms and conditions Incremental Revolving Commitments shall constitute “Loans” under the Credit Agreement. (b) Unless otherwise 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 Revolving Commitments shall not exceed an amount equal to $100.0 million. Each establishment have the same terms and conditions as those of Incremental the Revolving Commitments pursuant existing prior 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 (or 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 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 become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, Amendment Effective Date under 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 parties 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 evidenced thereby. Upon each increase in Revolving Facility Commitments in accordance with this Section 2.21, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender or Additional Lender providing such Incremental Revolving Commitments (each, an “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 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 Lender) will equal the percentage of the aggregate Revolving Facility Commitments 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 Commitments of all Lenders presented by such Xxxxxx’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 Revolving Lenders or (iii) by a combination of the foregoing)Agreement. (c) Any From the Incremental Facility Amendment Effective Date until the Maturity Date, all Loans shall be made in accordance with the aggregate Revolving Commitments shall be subject of the Lenders after giving effect 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 Revolving Commitments. On the Business Day following the Incremental Facility Amendment Effective Date, (ii) the arrangement or similar fees for any Incremental Revolving Commitments all outstanding ABR Advances shall be as determined by reallocated among the Borrower Lenders in accordance with the Lenders’ respective revised Applicable Percentages and the arranger 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 the lenders providing such Incremental Revolving Commitments and (iii) except payable with respect thereto as otherwise provided in clause (ii), all other terms of such Incremental Revolving Commitments shall be on terms and pursuant to documentation applicable to necessary, in the existing Revolving Facility.opinion of the Administrative Agent, in (d) 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 Upon the foregoing, no Incremental Facility Amendment shall become effective unlessEffective Date, on each Incremental Facility Lender that is not a Lender under the 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 Credit Agreement immediately prior to the extent such representations and warranties expressly relate to an earlier date (in which such case such representations and warranties shall the Incremental Facility Amendment Effective Date will be true and correct in a Lender under the Credit Agreement for all material respects as purposes of such earlier date)the Credit Agreement.