Common use of Incremental Revolving Facility Commitments Clause in Contracts

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees to commit to provide its respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; (ii) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to the Incremental Revolving Facility 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 Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (ai) Each The Borrower shall have the right, in consultation and coordination with the Agent as to all of the matters set forth below in this Clause 7.2, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Syndication Date and prior to the Termination Date for the Incremental Lender party hereto hereby agrees Revolving Facility that one or more Lenders or one or more Eligible Institutions provide to commit to provide its the Borrower Incremental Revolving Facility Commitments under the Incremental Revolving Facility as designated in the respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed heretoAgreement and, on subject to the terms and subject conditions contained in this Agreement and in the respective Incremental Revolving Facility Commitment Agreement, make Utilisations pursuant thereto, so long as no Default or Event of Default then exists or would result therefrom and all of the Repeating Representations contained herein and in the other Finance Documents are true and correct in all material respects at such time (unless stated to the conditions set forth belowrelate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (ii) Furthermore, it is understood and agreed that: (A) no Lender shall be obligated to provide an Incremental Revolving Facility Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Facility Commitment and executed and delivered to the Borrower and the Agent an Incremental Revolving Facility Commitment Agreement as provided in paragraph (b) On (Incremental Revolving Facility Commitment Agreement) of this Clause 7.2, such Lender shall not be obligated to provide any Incremental Revolving Facility; (B) any Lender (including Eligible Institutions) may so provide an Incremental Revolving Facility Commitment without the Initial Effective Date, consent of the Agent or any other Lender; (iC) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; shall be made available to the Borrower; (iiD) each provision of Incremental Revolving Facility Commitments shall be in a minimum aggregate amount for all Lenders of €10,000,000 and in integral multiples of €5,000,000; (E) the aggregate amount of all Incremental Revolving Facility Commitments permitted to be provided pursuant to this Clause 7.2 shall not exceed €65,000,000; (F) the up-front fees and, if applicable, any unutilised commitment fees and/or other fees, payable in respect of each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment separately agreed to by the Borrower and each loan made thereunder shall be deemed, for Incremental Revolving Facility Lender; and (G) all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to Utilisations under the Incremental Revolving Facility Commitments (and all matters relating thereto. (cinterest, fees and other amounts payable thereon) Each Incremental Lender (i) confirms that it has received a copy of the Credit shall be Facilities Obligations under this Agreement and the other Loan applicable Finance Documents and shall be secured by the Security Documents, together on a pari passu basis with copies of the financial statements referred to therein and such all 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderRevolving Facility Outstandings. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (a) Each The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Maturity Date, request that the Incremental Lender party hereto hereby agrees to commit to provide its respective Amount be provided by one or more Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and Lenders (which may include any existing Lender provided that no existing Lender shall be required to provide any Incremental Revolving Facility Commitments) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided that each Incremental Revolving Facility Lender shall be subject to the conditions approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; being requested (which shall be in a minimum amount of $15.0 million and in minimum increments of $5.0 million in excess thereof or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Facility Commitments are to be Revolving Facility Commitments of the same Class as the existing Revolving Facility Commitments or commitments to make revolving loans on a first-in, last-out basis, with pricing terms, final maturity date, upfront or similar fees and/or participation in prepayments different from the other Classes of Revolving Facility Loans (“Other Revolving Loans”). (b) The Borrower and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that (i) such Incremental Revolving Facility Commitments and the Incremental Revolving Loans in respect thereof, if not consisting of Other Revolving Loans and commitments with respect thereto, shall have the same terms as the initial Class of Revolving Facility Loans, except that any commitment, arrangement, upfront or similar fees or funding discount applicable to such Incremental Revolving Facility Commitments and the Incremental Revolving Loans in respect thereof shall be on the terms agreed between the Borrower and the Incremental Revolving Facility Lenders providing such Incremental Revolving Facility Commitments, (ii) the Other Revolving Loans shall have the same guarantees as the other Classes of Revolving Facility Loans and, except as to pricing, final maturity date, participation in prepayments and/or any commitment, arrangement, upfront or similar fees or funding discount, shall have the same terms as the initial Class of Revolving Facility Loans, and (iii) the final maturity date of any Other Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date then in effect. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement in accordance with its terms, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Commitments evidenced thereby, notwithstanding anything to the contrary set forth in Section 10.08. Any such deemed amendment may be memorialized in writing by the Administrative Agent with Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall be deemedbecome effective under this Section 2.21 unless (i) on the date of such effectiveness, for all purposesboth before and after such effectiveness, a Commitment (x) there is no Default or Event of Default and each loan made thereunder (y) the Borrower shall be deemedin Pro Forma Compliance, for all purposes(ii) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and containing calculations in reasonable detail demonstrating compliance with the requirement contained in preceding subclause (i)(y), a Loan and have the same terms as any existing Loan and (iii) each the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Lender shall become a Lender Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date under Section 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Revolving Facility Loans and/or Other Revolving Loans in respect to of the Incremental Revolving Facility 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 Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent secured by the terms thereofCollateral ratably with (or, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of to the obligations which extent agreed by the terms of applicable Incremental Revolving Facility Lenders in the Credit Agreement are required to be performed by it as a Lenderapplicable Incremental Assumption Agreement, junior to) the existing Revolving Facility Loans. (d) For purposes Each of the Credit Agreement, parties hereto hereby agrees that the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters may take any and all action as such Incremental Lender may be reasonably necessary to ensure that all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Revolving Loans), when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required to deliver to by the Administrative Agent pursuant to subsection 3.01(e) of effect the Credit Agreementforegoing.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees to commit to provide its respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Effective DateDate (as defined below), (i) each of the existing Lenders that is not an Incremental Lender shall be deemed to assign to each of the Incremental Lenders (including those that are existing Lenders), and each of the Incremental Lenders shall be deemed to purchase from each of the applicable existing Lenders, at the principal amount thereofthereof (i.e., at par), such interests in the outstanding Loans and participations in Letters of Credit and Swingline Loans outstanding on the Initial Effective Date that will result in, after giving effect to all such deemed assignments and purchases, such Loans and participations in Letters of Credit and Swingline Loans being held by existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments herebyhereby as described on Schedule 2 annexed hereto; (ii) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan Loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender (that is not an existing Lender) shall become a Lender with respect to the Incremental Revolving Facility 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 Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(eSection 3.1(e) of the Credit Agreement. (f) Immediately after the Effective Date, the available increase in the Lenders’ Commitments pursuant to Section 2.13 of the Credit Agreement, subject to the terms and conditions thereof and the terms of the Credit Agreement, shall be $275,000,000. Immediately after the Effective Date, each Lender’s Commitments pursuant to the Credit Agreement shall be as set forth on Schedule 2 hereto.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees Any Borrower may, by written notice to commit the Administrative Agent from time to provide its respective time, request Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on Commitments in an amount not to exceed the terms and Incremental Amount (unless constituting an Extension in accordance with clauses (e) through (i) of this Section 2.21) at the time of such request from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided that each Incremental Revolving Facility Lender shall be subject to the conditions approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; being requested (which shall be in minimum increments of $2.5 million and a minimum amount of $10.0 million or equal to the remaining Incremental Amount or such lesser amount acceptable to the Administrative Agent), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective, and (iii) whether such Incremental Revolving Facility Commitments are to be (A) commitments to make additional Revolving Facility Loans on the same terms as such Revolving Facility Loans in effect on the Amendment Effective Date and/or under the 2016 Extended Revolving Facility Commitments (the “Initial Revolving Facility Loans”) or (B) commitments to make revolving loans with pricing terms, final maturity date and/or upfront or similar fees or other terms different from the Initial Revolving Facility Loans (such commitments, the “Other Revolving Facility Commitments”, and such revolving loans, the “Other Revolving Facility Loans”). (b) The applicable Borrowers and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that: (i) the Other Revolving Facility Loans shall rank pari passu or junior in right of payment and of security with the Initial Revolving Facility Loans and, except as to pricing, final maturity date, participation in prepayments or commitment reductions and/or upfront or similar fees, shall have (x) the same terms as the Initial Revolving Facility Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Revolving Facility Loans shall be no earlier than the Maturity Date then in effect for the Initial Revolving Facility Loans, (iii) the Other Revolving Facility Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in comparison to the Initial Revolving Facility Loans in any voluntary or mandatory prepayment or commitment reduction hereunder, and (iv) the All-in Yield shall be the same as that applicable to the Initial Revolving Facility Loans, except that the All-in Yield in respect of any such Other Revolving Facility Loan may exceed the All-in Yield in respect of any Initial Revolving Facility Loans by not more than 0.50% or, in each case, if such Other Revolving Facility Loans do so exceed such All-in Yield (such difference, the “Yield Differential”) then the Applicable Margin applicable to all Initial Revolving Facility Loans shall be increased such that after giving effect to such increase, the Yield Differential shall not exceed 0.50%. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall be deemedbecome effective under this Section 2.21 unless (i) on the date of such effectiveness, for all purposesto the extent required by the relevant Incremental Assumption Agreement, a Commitment the conditions set forth in clauses (b) and each loan made thereunder (c) of Section 4.01 shall be deemedsatisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the U.S. Borrower, for all purposes(ii) the Administrative Agent shall have received customary legal opinions, a Loan board resolutions and have other customary closing certificates and documentation to the same terms extent required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as any existing Loan and (iii) each Incremental Lender shall become a Lender with the Administrative Agent may reasonably request to assure that the additional Revolving Facility Loans and/or the Other Revolving Facility Loans in respect to of the Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent contemplated by the Incremental Assumption Agreement, junior to) the then existing Revolving Facility Loans and all matters relating thereto(iii) after giving effect to such Incremental Revolving Facility Commitment, the U.S. Borrower and the Subsidiaries shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis. (cd) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all additional Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Revolving Facility Loans), when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrowers agree that Section 2.17 shall apply to any conversion of Eurocurrency Revolving Loans to ABR Rate Loans or Base Rate Loans, as applicable, as reasonably required by the Administrative Agent to effect the foregoing. (e) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by a Borrower to all Lenders of any Class of Commitments, on a pro rata basis (based on the aggregate outstanding Commitments under such Class) and on the same terms (“Pro Rata Extension Offers”), such Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Commitments of such Class and to otherwise modify the terms of such Lender’s Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing the interest rate or fees payable in respect of such Lender’s Commitments of such Class). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Revolving Facility Commitments, that all of the Revolving Facility Commitments of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension of such Class are the same. Any such extension (an “Extension”) agreed to between such Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Revolving Facility Commitment for such Lender (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”). (f) The applicable Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Revolving Facility Commitments; provided that (i) confirms that it has received except as to pricing, final maturity date, participation in prepayments or commitment reductions and/or upfront or similar fees (which shall be determined by such Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (A) the same terms as an existing Class of Revolving Facility Commitments or (B) have such other terms as shall be reasonably satisfactory to the Administrative Agent and (ii) any Extended Revolving Facility Commitments may participate on a copy pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or commitment reductions hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to Lenders holding such Extended Revolving Facility Commitments in the manner specified in such Incremental Assumption Agreement, including upon effectiveness of such Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitment. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, together with copies such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.21), (i) the aggregate amount of Extended Revolving Facility Commitments will not be included in the calculation of the financial statements referred Incremental Amount or be subject 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; availability under the Incremental Amount, (ii) agrees that it willno Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, independently and without reliance upon (iii) any Extending Lender may extend all or any portion of its Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Commitment at any time or from time to time other than notice to the Administrative Agent or of such Extension and the terms of the Extended Revolving Facility Commitment implemented thereby, (v) no consent of any other Lender or agent thereunder Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Revolving Facility Commitments and based on such documents and information as it all obligations in respect thereof shall deem appropriate at be Obligations of the time, continue to make its own credit decisions in taking or not taking action relevant Loan Parties under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit this Agreement and the other Loan Documents as that are delegated to Administrative Agent secured by the terms thereof, together Collateral on a pari passu basis with such powers as are reasonably incidental thereto; all other Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents and (ivvii) agrees that it will perform in accordance with their terms all no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Facility Commitments beyond the applicable maturity date of the obligations which applicable Commitments that were extended by the terms of the Credit Agreement are required to be performed by such Extended Revolving Facility Commitments unless it as a Lendershall have consented thereto. (di) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender Each Extension shall be as consummated pursuant to procedures set forth below its signature below. (e) For each Incremental Lender in the corresponding Pro Rata Extension Offer; provided that is a Foreign Lender, delivered herewith to the applicable Borrower shall cooperate with the Administrative Agent are such forms, certificates or other evidence prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to United States federal income tax withholding matters as mechanical provisions relating to such Incremental Lender may be required to deliver to Administrative Agent pursuant to subsection 3.01(e) of the Credit AgreementExtension, including, without limitation, timing, rounding and other adjustments.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees Any Borrower may, by written notice to commit the Administrative Agent from time to provide its respective time, request Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on Commitments in an amount not to exceed the terms and Incremental Amount (unless constituting an Extension in accordance with clauses (e) through (i) of this Section 2.21) at the time of such request from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided that each Incremental Revolving Facility Lender shall be subject to the conditions approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; being requested (which shall be in minimum increments of $2.5 million and a minimum amount of $10.0 million or equal to the remaining Incremental Amount or such lesser amount acceptable to the Administrative Agent), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Revolving Facility Commitments are to be (A) commitments to make additional Revolving Facility Loans on the same terms as such Revolving Facility Loans in effect on the Closing Date (the “Initial Revolving Facility Loans”) or (B) commitments to make revolving loans with pricing terms, final maturity date and/or upfront or similar fees or other terms different from the Initial Revolving Facility Loans (such commitments, the “Other Revolving Facility Commitments”, and such revolving loans, the “Other Revolving Facility Loans”). (b) The applicable Borrowers and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that: (i) the Other Revolving Facility Loans shall rank pari passu or junior in right of payment and of security with the Initial Revolving Facility Loans and, except as to pricing, final maturity date, participation in prepayments or commitment reductions and/or upfront or similar fees, shall have (x) the same terms as the Initial Revolving Facility Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Revolving Facility Loans shall be no earlier than the Maturity Date then in effect for the Initial Revolving Facility Loans, (iii) the Other Revolving Facility Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in comparison to the Initial Revolving Facility Loans in any voluntary or mandatory prepayment or commitment reduction hereunder, and (iv) the All-in Yield shall be the same as that applicable to the Initial Revolving Facility Loans, except that the All-in Yield in respect of any such Other Revolving Facility Loan may exceed the All-in Yield in respect of any Initial Revolving Facility Loans by not more than 0.50% or, in each case, if such Other Revolving Facility Loans do so exceed such All-in Yield (such difference, the “Yield Differential”) then the Applicable Margin applicable to all Initial Revolving Facility Loans shall be increased such that after giving effect to such increase, the Yield Differential shall not exceed 0.50%. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall be deemedbecome effective under this Section 2.21 unless (i) on the date of such effectiveness, for all purposesto the extent required by the relevant Incremental Assumption Agreement, a Commitment the conditions set forth in clauses (b) and each loan made thereunder (c) of Section 4.01 shall be deemedsatisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the U.S. Borrower, for all purposes(ii) the Administrative Agent shall have received customary legal opinions, a Loan board resolutions and have other customary closing certificates and documentation to the same terms extent required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as any existing Loan and (iii) each Incremental Lender shall become a Lender with the Administrative Agent may reasonably request to assure that the additional Revolving Facility Loans and/or the Other Revolving Facility Loans in respect to of the Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent contemplated by the Incremental Assumption Agreement, junior to) the then existing Revolving Facility Loans and all matters relating thereto(iii) after giving effect to such Incremental Revolving Facility Commitment, the U.S. Borrower and the Subsidiaries shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis. (cd) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all additional Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Revolving Facility Loans), when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrowers agree that Section 2.17 shall apply to any conversion of Eurocurrency Revolving Loans to ABR Rate Loans or Base Rate Loans, as applicable, as reasonably required by the Administrative Agent to effect the foregoing. (e) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by a Borrower to all Lenders of any Class of Commitments, on a pro rata basis (based on the aggregate outstanding Commitments under such Class) and on the same terms (“Pro Rata Extension Offers”), such Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Commitments of such Class and to otherwise modify the terms of such Lender’s Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing the interest rate or fees payable in respect of such Lender’s Commitments of such Class). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Revolving Facility Commitments, that all of the Revolving Facility Commitments of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension of such Class are the same. Any such extension (an “Extension”) agreed to between such Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Revolving Facility Commitment for such Lender (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”). (f) The applicable Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Revolving Facility Commitments; provided that (i) confirms that it has received except as to pricing, final maturity date, participation in prepayments or commitment reductions and/or upfront or similar fees (which shall be determined by such Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (A) the same terms as an existing Class of Revolving Facility Commitments or (B) have such other terms as shall be reasonably satisfactory to the Administrative Agent and (ii) any Extended Revolving Facility Commitments may participate on a copy pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or commitment reductions hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in the manner specified in such Incremental Assumption Agreement, including upon effectiveness of such Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitment. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, together with copies such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.21), (i) the aggregate amount of Extended Revolving Facility Commitments will not be included in the calculation of the financial statements referred Incremental Amount or be subject 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; availability under the Incremental Amount, (ii) agrees that it willno Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, independently and without reliance upon (iii) any Extending Lender may extend all or any portion of its Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Commitment at any time or from time to time other than notice to the Administrative Agent or of such Extension and the terms of the Extended Revolving Facility Commitment implemented thereby, (v) no consent of any other Lender or agent thereunder Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Revolving Facility Commitments and based on such documents and information as it all obligations in respect thereof shall deem appropriate at be Obligations of the time, continue to make its own credit decisions in taking or not taking action relevant Loan Parties under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit this Agreement and the other Loan Documents as that are delegated to Administrative Agent secured by the terms thereof, together Collateral on a pari passu basis with such powers as are reasonably incidental thereto; all other Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents and (ivvii) agrees that it will perform in accordance with their terms all no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Facility Commitments beyond the applicable maturity date of the obligations which applicable Commitments that were extended by the terms of the Credit Agreement are required to be performed by such Extended Revolving Facility Commitments unless it as a Lendershall have consented thereto. (di) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender Each Extension shall be as consummated pursuant to procedures set forth below its signature below. (e) For each Incremental Lender in the corresponding Pro Rata Extension Offer; provided that is a Foreign Lender, delivered herewith to the applicable Borrower shall cooperate with the Administrative Agent are such forms, certificates or other evidence prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to United States federal income tax withholding matters as mechanical provisions relating to such Incremental Lender may be required to deliver to Administrative Agent pursuant to subsection 3.01(e) of the Credit AgreementExtension, including, without limitation, timing, rounding and other adjustments.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees to commit to provide its respective The Borrower has requested $340,000,000 of Incremental Revolving Facility Commitment as set forth Commitments and that the date on Schedule 1 annexed hereto, on which such Incremental Revolving Commitments become effective be the terms and subject to the conditions set forth belowAmendment Effective Date. (b) On the Initial Amendment Effective Date, (i) each Date immediately following the effectiveness of the existing Lenders other amendments set forth in Sections 2 and 3 above, this Amendment shall assign constitute an “Incremental Assumption Agreement” pursuant to each section 2.20 of the Incremental LendersCredit Agreement, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; (iireferred to in Section 5(a) each above shall constitute additional “Revolving Facility Commitments” and any loans made pursuant to such Incremental Revolving Facility Commitment Commitments shall be deemedconstitute “Revolving Facility Loans” under the Credit Agreement as set forth in this Section 5. (c) Pursuant to Sections 2.20 and 10.08(f) of the Credit Agreement, the final sentence of the definition of “Revolving Facility Commitment” is hereby amended and restated in its entirety as follows: The initial aggregate amount of the Lenders’ Revolving Facility Commitments on the Second Amendment Effective Date (including, for all purposesthe avoidance of doubt, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect after giving effect to the Incremental Revolving Facility Commitments and all matters relating thereto. (cprovided pursuant to the Second Amendment) Each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lenderis $815.0 million. (d) For purposes Pursuant to Sections 2.20 and 10.08(f) of the Credit Agreement, the initial notice address portion of each Incremental Lender shall be Schedule 2.01 to the Credit Agreement relating to Revolving Facility Commitments is hereby amended and restated in its entirety as set forth below its signature belowon Exhibit A hereto. (e) For each The Incremental Lender that is a Foreign Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters Revolving Facility Commitments shall have the same terms and conditions as such Incremental Lender may be required to deliver to Administrative Agent pursuant to subsection 3.01(e) those of the New Revolving Commitments existing at the time of the Amendment Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit AgreementAgreement as amended by this Amendment.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees to commit to provide its respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Increase Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Increase Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; (ii) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to the Incremental Revolving Facility 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 Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees to commit to provide its respective Incremental Revolving Facility Commitment as set forth on Schedule 1 I annexed hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Effective DateDate (as defined below), (i) each of the existing Revolving Facility Lenders shall assign to each of the Incremental Revolving Facility Lenders, and each of the Incremental Revolving Facility Lenders shall purchase from each of the existing Revolving Facility Lenders, at the principal amount thereof, such interests in the outstanding Revolving Facility Loans and participations in Revolving Letters of Credit and Swingline Loans outstanding on the Initial Effective Date that will result in, after giving effect to all such assignments and purchases, such Revolving Facility Loans and participations in Revolving Letters of Credit and Swingline Loans being held by existing Revolving Lenders and the Incremental Revolving Facility Lenders ratably in accordance with their Revolving Facility Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; (ii) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Revolving Facility Commitment and each loan Loan made thereunder shall be deemed, for all purposes, a Revolving Facility Loan and have the same terms as any existing Revolving Facility Loan and (iii) each Incremental Revolving Facility Lender shall become a Lender with respect to the Incremental Revolving Facility 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 Loan 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 Agent 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Non-US Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e2.17(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees to commit to provide its respective This Fourth Amendment represents Borrower’s request for Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, Commitments to be provided on the terms set forth herein on the Effective Date and for the Incremental Revolving Facility Loans to be made thereunder to be funded from time to time after the Effective Date in accordance with the Amended Credit Agreement. It is the understanding, agreement and intention of the parties that (i) the Incremental Revolving Facility Commitments shall be part of the same Tranche of Commitments as the Closing Date Revolving Commitments and shall constitute Closing Date Revolving Commitments, Revolving Commitments and Commitments under the Credit Documents and (ii) all Incremental Revolving Facility Loans incurred pursuant to the Incremental Revolving Facility Commitments shall be part of the same Tranche of Loans as the Revolving Loans incurred pursuant the Closing Date Revolving Commitments and shall constitute Loans and Revolving Loans under the Credit Documents. The Incremental Revolving Facility Commitments and Incremental Revolving Facility Loans shall be subject to the provisions of the Amended Credit Agreement and the other Credit Documents and shall be on terms and conditions set forth belowidentical to the Closing Date Revolving Commitments and the Revolving Loans incurred pursuant to the Closing Date Revolving Commitments, respectively, in each case, as such terms and conditions amended by the Amended Credit Agreement and this Fourth Amendment. (b) On The Incremental Revolving Facility Commitments may be drawn from time to time after the Initial Effective Date, (iDate in accordance with Section 2.01(a) each of the existing Lenders Amended Credit Agreement and shall assign to each terminate as set forth in Section 2.04(a)(iv) of the Amended Credit Agreement. The Incremental Lenders, and each Revolving Facility Loans borrowed under the Incremental Revolving Facility Commitments shall be repaid in accordance with Section 3.01(a) of the Incremental Lenders shall purchase from each of Amended Credit Agreement. To the existing Lenders, at extent necessary for the principal amount thereof, such Revolving Loans and participation interests in the outstanding Loans and participations in Letters of Credit L/C Liabilities and Swingline Loans outstanding on the Initial Effective 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 be held by existing the Revolving Lenders and the Incremental Revolving Facility Lenders ratably in accordance with their respective Revolving Commitments after giving effect to this Fourth Amendment, the addition Revolving Lenders and Incremental Revolving Facility Lenders shall assign, transfer or purchase, as applicable, interests in the Revolving Loans, L/C Liabilities and Swingline Loans in accordance with Section 2.12(d) of the Amended Credit Agreement as if the Incremental Revolving Facility Commitments hereby; (ii) each were Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have Commitments incurred on the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to the Incremental Revolving Facility Commitments and all matters relating theretoEffective Date. (c) Each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (a) Each So long as the Incremental Revolving Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, Parent 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 any of the Lenders, to request at any time and from time to time after the Closing Date and prior to the date which is 12 months prior to the Revolving Facility Maturity Date, that one or more Lenders (and/or one or more other persons which will become Lenders as provided below) provide Incremental Revolving Facility Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Facility Loans pursuant thereto to the Revolving Borrowers; it being understood and agreed, however, that (i) no Lender party hereto hereby agrees to commit shall be obligated to provide its respective an Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed heretoa result of any such request by Parent, on the terms and subject until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Facility Commitment and executed and delivered to the conditions set forth belowAdministrative Agent an Incremental Revolving Facility Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.23, such Lender shall not be obligated to fund any Revolving Facility Loans in excess of its Revolving Facility Commitment as in effect prior to giving effect to such Incremental Revolving Facility Commitment provided pursuant to this Section 2.23, (ii) any Lender (including any person who will become a Lender) may so provide an Incremental Revolving Facility Commitment without the consent of any other Lender, (iii) the provision of Incremental Revolving Facility Commitments pursuant to this Section 2.23 shall be in a minimum aggregate amount (for all Lenders (including any person who will become a Lender)) of at least $10,000,000 and in integral multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of all Incremental Revolving Facility Commitments provided pursuant to this Section 2.23 shall not exceed $50,000,000, (v) all Revolving Facility Loans provided pursuant to an Incremental Revolving Facility Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Loan Documents and shall be guaranteed and secured by the relevant Security Documents on a pari passu basis with all other Obligations guaranteed and/or secured by each such Security Document and (vi) all actions taken by Parent pursuant to this Section 2.23 shall be done in coordination with the Administrative Agent. (b) On At the Initial Effective Date, (i) each time of the existing Lenders shall assign to each provision of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; pursuant to this Section 2.23, Parent, the Administrative Agent and each such Lender or other person which agrees to provide an Incremental Revolving Facility Commitment (iieach, an “Incremental Revolving Facility Lender”) each shall execute and deliver to the Administrative Agent an Incremental Revolving Facility Commitment Agreement, with the effectiveness of such Incremental Revolving Facility Lender’s Incremental Revolving Facility Commitment to occur on the date set forth in such Incremental Revolving Facility Commitment Agreement, which date in any event shall be no earlier than the date on which (v) all fees (if any) required to be paid in connection therewith at the time of such effectiveness shall have been paid, (w) the Administrative Agent shall have received evidence reasonably satisfactory to it that the additional Obligations to be incurred pursuant to the Incremental Revolving Facility Commitment shall constitute “Designated Senior Indebtedness” under the Senior Subordinated Note Indenture or any indenture governing any Permitted Senior Subordinated Debt Securities, (x) the Administrative Agent shall have received evidence reasonably satisfactory to it that the additional Obligations to be deemed, for all purposes, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect incurred pursuant to the Incremental Revolving Facility Commitments are permitted by the terms of the outstanding Indebtedness of Holdings, Parent and their respective Subsidiaries including, without limitation, the Senior Note Documents and the Senior Subordinated Note Documents, (y) all matters relating theretoIncremental Revolving Commitment Request Requirements are satisfied and (z) all other conditions set forth in this Section 2.23 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Facility Commitment Agreement, and at such time, (i) the total Revolving Credit Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Revolving Facility Commitments and (ii) Schedule 2.01 shall be deemed modified to reflect the revised Revolving Facility Commitments of the affected Lenders. (c) Each At the time of any provision of Incremental Lender Revolving Facility Commitments pursuant to this Section 2.23, Parent shall, in coordination with the Administrative Agent, (ix) confirms that it has received a copy repay outstanding Revolving Facility Loans of certain of the Credit Agreement Revolving Facility Lenders, and incur additional Revolving Facility Loans from certain other Revolving Facility Lenders (including the Incremental Revolving Facility Lenders) and/or (y) take such other Loan Documentsactions as may be reasonably required by the Administrative Agent, together with copies in each case to the extent necessary so that all of the financial statements Revolving Facility Lenders participate in each outstanding Borrowing of Revolving Facility Loans pro rata on the basis of their respective Revolving Facility Commitments (after giving effect to any increase in the aggregate Revolving Credit Commitment pursuant to this Section 2.23) and with Parent being obligated to pay to the respective Revolving Facility Lenders any costs of the type referred to therein and in Section 2.16 in connection with any such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; repayment (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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms and procedures set forth in the relevant provisions of this Agreement covering such costs). To the Credit Agreement extent the provisions of this clause (c) require that Lenders make new Revolving Facility Loans which are required added to be performed by (and deemed to form a part of) the then outstanding Borrowings of Revolving Loans maintained as Eurocurrency Loans, it as a Lender. is acknowledged that the effect thereof may result in such new Revolving Facility Loans having short Interest Periods (d) For purposes i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurocurrency Loans and which will end on the last day of such Interest Period). In connection therewith, Parent may agree, in the Credit respective Incremental Revolving Facility Commitment Agreement, to compensate the initial notice address of each Incremental Lender shall be Lenders making the new Revolving Facility Loans for funding Eurocurrency Loans during an existing Interest Period on such basis as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of agreed by Parent and the Credit Agreementrespective Lender or Lenders.”.

Incremental Revolving Facility Commitments. (a) Each The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Maturity Date, request that the Incremental Lender party hereto hereby agrees to commit to provide its respective Amount be provided by one or more Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and Lenders (which may include any existing Lender provided that no existing Lender shall be required to provide any Incremental Revolving Facility Commitments) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided that each Incremental Revolving Facility Lender shall be subject to the conditions approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; being requested (which shall be in a minimum amount of $15.0 million and in minimum increments of $5.0 million in excess thereof or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Facility Commitments are to be Revolving Facility Commitments of the same Class as the existing Revolving Facility Commitments or commitments to make revolving loans on a first-in, last-out basis, with pricing terms, final maturity date, upfront or similar fees and/or participation in prepayments different from the other Classes of Revolving Facility Loans (“Other Revolving Loans”). (b) The Borrower and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that (i) such Incremental Revolving Facility Commitments and the Incremental Revolving Loans in respect thereof, if not consisting of Other Revolving Loans and commitments with respect thereto, shall have the same terms as the initial Class of Revolving Facility Loans, except that any commitment, arrangement, upfront or similar fees or funding discount applicable to such Incremental Revolving Facility Commitments and the Incremental Revolving Loans in respect thereof shall be on the terms agreed between the Borrower and the Incremental Revolving Facility Lenders providing such Incremental Revolving Facility Commitments, (ii) the Other Revolving Loans shall have the same guarantees as the other Classes of Revolving Facility Loans and, except as to pricing, final maturity date, participation in prepayments and/or any commitment, arrangement, upfront or similar fees or funding discount, shall have the same terms as the initial Class of Revolving Facility Loans, and (iii) the final maturity date of any Other Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date then in effect. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement in accordance with its terms, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Commitments evidenced thereby, notwithstanding anything to the contrary set forth in Section 10.08. Any such deemed amendment may be memorialized in writing by the Administrative Agent with Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall be deemedbecome effective under this Section 2.21 unless (i) on the date of such effectiveness, for all purposesboth before and after such effectiveness, a Commitment (x) there is no Default or Event of Default and each loan made thereunder (y) the Borrower shall be deemedin Pro Forma Compliance, for all purposes(ii) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and containing calculations in reasonable detail demonstrating compliance with the requirement contained in preceding subclause (i)(y), a Loan and have the same terms as any existing Loan and (iii) each the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Lender shall become a Lender Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date and such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Revolving Facility Loans and/or Other Revolving Loans in respect to of the Incremental Revolving Facility 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 Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent secured by the terms thereofCollateral ratably with (or, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of to the obligations which extent agreed by the terms of applicable Incremental Revolving Facility Lenders in the Credit Agreement are required to be performed by it as a Lenderapplicable Incremental Assumption Agreement, junior to) the existing Revolving Facility Loans. (d) For purposes Each of the Credit Agreement, parties hereto hereby agrees that the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters may take any and all action as such Incremental Lender may be reasonably necessary to ensure that all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Revolving Loans), when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of LIBOR Rate Loans to Base Rate Loans reasonably required to deliver to by the Administrative Agent pursuant to subsection 3.01(e) of effect the Credit Agreementforegoing.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees Any Borrower may, by written notice to commit the Administrative Agent from time to provide its respective time, request Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on Commitments in an amount not to exceed the terms and Incremental Amount (unless constituting an Extension in accordance with clauses (e) through (i) of this Section 2.21) at the time of such request from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided that each Incremental Revolving Facility Lender shall be subject to the conditions approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; being requested (which shall be in minimum increments of $2.5 million and a minimum amount of $10.0 million or equal to the remaining Incremental Amount or such lesser amount acceptable to the Administrative Agent), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective, and (iii) whether such Incremental Revolving Facility Commitments are to be (A) commitments to make additional Revolving Facility Loans on the same terms as such Revolving Facility Loans in effect on the Closing Date (the “Initial Revolving Facility Loans”) or (B) commitments to make revolving loans with pricing terms, final maturity date and/or upfront or similar fees or other terms different from the Initial Revolving Facility Loans (such commitments, the “Other Revolving Facility Commitments”, and such revolving loans, the “Other Revolving Facility Loans”). (b) The applicable Borrowers and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that: (i) the Other Revolving Facility Loans shall rank pari passu or junior in right of payment and of security with the Initial Revolving Facility Loans and, except as to pricing, final maturity date, participation in prepayments or commitment reductions and/or upfront or similar fees, shall have (x) the same terms as the Initial Revolving Facility Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Revolving Facility Loans shall be no earlier than the Maturity Date then in effect for the Initial Revolving Facility Loans, (iii) the Other Revolving Facility Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in comparison to the Initial Revolving Facility Loans in any voluntary or mandatory prepayment or commitment reduction hereunder, and (iv) the All-in Yield shall be the same as that applicable to the Initial Revolving Facility Loans, except that the All-in Yield in respect of any such Other Revolving Facility Loan may exceed the All-in Yield in respect of any Initial Revolving Facility Loans by not more than 0.50% or, in each case, if such Other Revolving Facility Loans do so exceed such All-in Yield (such difference, the “Yield Differential”) then the Applicable Margin applicable to all Initial Revolving Facility Loans shall be increased such that after giving effect to such increase, the Yield Differential shall not exceed 0.50%. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall be deemedbecome effective under this Section 2.21 unless (i) on the date of such effectiveness, for all purposesto the extent required by the relevant Incremental Assumption Agreement, a Commitment the conditions set forth in clauses (b) and each loan made thereunder (c) of Section 4.01 shall be deemedsatisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the U.S. Borrower, for all purposes(ii) the Administrative Agent shall have received customary legal opinions, a Loan board resolutions and have other customary closing certificates and documentation to the same terms extent required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as any existing Loan and (iii) each Incremental Lender shall become a Lender with the Administrative Agent may reasonably request to assure that the additional Revolving Facility Loans and/or the Other Revolving Facility Loans in respect to of the Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent contemplated by the Incremental Assumption Agreement, junior to) the then existing Revolving Facility Loans and all matters relating thereto(iii) after giving effect to such Incremental Revolving Facility Commitment, the U.S. Borrower and the Subsidiaries shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis. (cd) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all additional Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Revolving Facility Loans), when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrowers agree that Section 2.17 shall apply to any conversion of Eurocurrency Revolving Loans to ABR Rate Loans or Base Rate Loans, as applicable, as reasonably required by the Administrative Agent to effect the foregoing. (e) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by a Borrower to all Lenders of any Class of Commitments, on a pro rata basis (based on the aggregate outstanding Commitments under such Class) and on the same terms (“Pro Rata Extension Offers”), such Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Commitments of such Class and to otherwise modify the terms of such Lender’s Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing the interest rate or fees payable in respect of such Lender’s Commitments of such Class). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Revolving Facility Commitments, that all of the Revolving Facility Commitments of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension of such Class are the same. Any such extension (an “Extension”) agreed to between such Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Revolving Facility Commitment for such Lender (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”). (f) The applicable Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Revolving Facility Commitments; provided that (i) confirms that it has received except as to pricing, final maturity date, participation in prepayments or commitment reductions and/or upfront or similar fees (which shall be determined by such Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (A) the same terms as an existing Class of Revolving Facility Commitments or (B) have such other terms as shall be reasonably satisfactory to the Administrative Agent and (ii) any Extended Revolving Facility Commitments may participate on a copy pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or commitment reductions hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to Lenders holding such Extended Revolving Facility Commitments in the manner specified in such Incremental Assumption Agreement, including upon effectiveness of such Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitment. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, together with copies such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.21), (i) the aggregate amount of Extended Revolving Facility Commitments will not be included in the calculation of the financial statements referred Incremental Amount or be subject 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; availability under the Incremental Amount, (ii) agrees that it willno Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, independently and without reliance upon (iii) any Extending Lender may extend all or any portion of its Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Commitment at any time or from time to time other than notice to the Administrative Agent or of such Extension and the terms of the Extended Revolving Facility Commitment implemented thereby, (v) no consent of any other Lender or agent thereunder Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Revolving Facility Commitments and based on such documents and information as it all obligations in respect thereof shall deem appropriate at be Obligations of the time, continue to make its own credit decisions in taking or not taking action relevant Loan Parties under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit this Agreement and the other Loan Documents as that are delegated to Administrative Agent secured by the terms thereof, together Collateral on a pari passu basis with such powers as are reasonably incidental thereto; all other Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents and (ivvii) agrees that it will perform in accordance with their terms all no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Facility Commitments beyond the applicable maturity date of the obligations which applicable Commitments that were extended by the terms of the Credit Agreement are required to be performed by such Extended Revolving Facility Commitments unless it as a Lendershall have consented thereto. (di) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender Each Extension shall be as consummated pursuant to procedures set forth below its signature below. (e) For each Incremental Lender in the corresponding Pro Rata Extension Offer; provided that is a Foreign Lender, delivered herewith to the applicable Borrower shall cooperate with the Administrative Agent are such forms, certificates or other evidence prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to United States federal income tax withholding matters as mechanical provisions relating to such Incremental Lender may be required to deliver to Administrative Agent pursuant to subsection 3.01(e) of the Credit AgreementExtension, including, without limitation, timing, rounding and other adjustments.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees to commit to provide its respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Effective DateDate (as defined below), (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; (ii) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to the Incremental Revolving Facility 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 Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees to commit to provide its respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Effective DateDate (as defined below), (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; (ii) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to the Incremental Revolving Facility 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 Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (a) Each The Incremental Lender party hereto hereby agrees to commit to provide its respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Effective DateDate (as defined below), (i) each of the existing Lenders that is not an Incremental Lender shall be deemed to assign to each of the Incremental LendersLender, and each of the Incremental Lenders Lender shall be deemed to purchase from each of the applicable existing Lenders, at the principal amount thereofthereof (i.e., at par), such interests in the outstanding Loans and participations in Letters of Credit and Swingline Loans outstanding on the Initial Effective Date that will result in, after giving effect to all such deemed assignments and purchases, such Loans and participations in Letters of Credit and Swingline Loans being held by existing Lenders and the Incremental Lenders Lender ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments herebyhereby as described on Schedule 2 annexed hereto; (ii) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan Loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each the Incremental Lender shall become a Lender with respect to the Incremental Revolving Facility Commitments and all matters relating thereto. (c) Each The Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below[Reserved]. (e) For each If the Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(eSection 3.1(e) of the Credit Agreement. (f) Immediately after the Effective Date, the available increase in the Lenders’ Commitments pursuant to Section 2.13 of the Credit Agreement, subject to the terms and conditions thereof and the terms of the Credit Agreement, shall be $240,000,000. Immediately after the Effective Date, each Lender’s Commitments pursuant to the Credit Agreement shall be as set forth on Schedule 2 hereto.

Incremental Revolving Facility Commitments. (a) Each The Incremental Lender party hereto hereby agrees to commit to provide its respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Effective DateDate (as defined below), (i) each of the existing Lenders that is not an Incremental Lender shall be deemed to assign to each of the Incremental LendersLender, and each of the Incremental Lenders Lender shall be deemed to purchase from each of the applicable existing Lenders, at the principal amount thereofthereof (i.e., at par), such interests in the outstanding Loans and participations in Letters of Credit and Swingline Loans outstanding on the Initial Effective Date that will result in, after giving effect to all such deemed assignments and purchases, such Loans and participations in Letters of Credit and Swingline Loans being held by existing Lenders and the Incremental Lenders Lender ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments herebyhereby as described on Schedule 2 annexed hereto; (ii) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan Loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each the Incremental Lender shall become a Lender with respect to the Incremental Revolving Facility Commitments and all matters relating thereto. (c) Each The Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of If the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) Section 5.9 of the Credit Agreement. (e) Immediately after the Effective Date, the available increase in the Lenders’ Commitments pursuant to Section 2.1.7 of the Credit Agreement, subject to the terms and conditions thereof and the terms of the Credit Agreement, shall be $65,000,000. Immediately after the Effective Date, each Lender’s Commitments pursuant to the Credit Agreement shall be as set forth on Schedule 2 hereto.

Incremental Revolving Facility Commitments. (a) Each Incremental Lender party hereto hereby agrees Any Borrower may, by written notice to commit the Administrative Agent from time to provide its respective time, request Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on Commitments in an amount not to exceed the terms and Incremental Amount (unless constituting an Extension in accordance with clauses (e) through (i) of this Section 2.21) at the time of such request from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided that each Incremental Revolving Facility Lender shall be subject to the conditions approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; being requested (which shall be in minimum increments of $2.5 million and a minimum amount of $10.0 million or equal to the remaining Incremental Amount or such lesser amount acceptable to the Administrative Agent), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective, and (iii) whether such Incremental Revolving Facility Commitments are to be (A) commitments to make additional Revolving Facility Loans on the same terms as such Revolving Facility Loans in effect on the Amendment Effective Date and/or under the 2016 Extended Revolving Facility Commitments (the “Initial Revolving Facility Loans”) or (B) commitments to make revolving loans with pricing terms, final maturity date and/or upfront or similar fees or other terms different from the Initial Revolving Facility Loans (such commitments, the “Other Revolving Facility Commitments”, and such revolving loans, the “Other Revolving Facility Loans”). (b) The applicable Borrowers and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that: (i) the Other Revolving Facility Loans shall rank pari passu or junior in right of payment and of security with the Initial Revolving Facility Loans and, except as to pricing, final maturity date, participation in prepayments or commitment reductions and/or upfront or similar fees, shall have (x) the same terms as the Initial Revolving Facility Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Revolving Facility Loans shall be no earlier than the Maturity Date then in effect for the Initial Revolving Facility Loans, (iii) the Other Revolving Facility Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in comparison to the Initial Revolving Facility Loans in any voluntary or mandatory prepayment or commitment reduction hereunder, and (iv) the All-in Yield shall be the same as that applicable to the Initial Revolving Facility Loans, except that the All-in Yield in respect of any such Other Revolving Facility Loan may exceed the All-in Yield in respect of any Initial Revolving Facility Loans by not more than 0.50% or, in each case, if such Other Revolving Facility Loans do so exceed such All-in Yield (such difference, the “Yield Differential”) then the Applicable Margin applicable to all Initial Revolving Facility Loans shall be increased such that after giving effect to such increase, the Yield Differential shall not exceed 0.50%. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall be deemedbecome effective under this Section 2.21 unless (i) on the date of such effectiveness, for all purposesto the extent required by the relevant Incremental Assumption Agreement, a Commitment the conditions set forth in clauses (b) and each loan made thereunder (c) of Section 4.01 shall be deemedsatisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the U.S. Borrower, for all purposes(ii) the Administrative Agent shall have received customary legal opinions, a Loan board resolutions and have other customary closing certificates and documentation to the same terms extent required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as any existing Loan and (iii) each Incremental Lender shall become a Lender with the Administrative Agent may reasonably request to assure that the additional Revolving Facility Loans and/or the Other Revolving Facility Loans in respect to of the Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent contemplated by the Incremental Assumption Agreement, junior to) the then existing Revolving Facility Loans and all matters relating thereto(iii) after giving effect to such Incremental Revolving Facility Commitment, the U.S. Borrower and the Subsidiaries shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis. (cd) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all additional Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Revolving Facility Loans), when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrowers agree that Section 2.17 shall apply to any conversion of Eurocurrency Revolving Loans to ABR Rate Loans or Base Rate Loans, as applicable, as reasonably required by the Administrative Agent to effect the foregoing. (e) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by a Borrower to all Lenders of any Class of Commitments, on a pro rata basis (based on the aggregate outstanding Commitments under such Class) and on the same terms (“Pro Rata Extension Offers”), such Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Commitments of such Class and to otherwise modify the terms of such Lender’s Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing the interest rate or fees payable in respect of such Lender’s Commitments of such Class). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Revolving Facility Commitments, that all of the Revolving Facility Commitments of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension of such Class are the same. Any such extension (an “Extension”) agreed to between such Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Revolving Facility Commitment for such Lender (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”). (f) The applicable Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Revolving Facility Commitments; provided that (i) confirms that it has received except as to pricing, final maturity date, participation in prepayments or commitment reductions and/or upfront or similar fees (which shall be determined by such Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (A) the same terms as an existing Class of Revolving Facility Commitments or (B) have such other terms as shall be reasonably satisfactory to the Administrative Agent and (ii) any Extended Revolving Facility Commitments may participate on a copy pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or commitment reductions hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to Lenders holding such Extended Revolving Facility Commitments in the manner specified in such Incremental Assumption Agreement, including upon effectiveness of such Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitment. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, together with copies such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.21), (i) the aggregate amount of Extended Revolving Facility Commitments will not be included in the calculation of the financial statements referred Incremental Amount or be subject 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; availability under the Incremental Amount, (ii) agrees that it willno Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, independently and without reliance upon (iii) any Extending Lender may extend all or any portion of its Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Commitment at any time or from time to time other than notice to the Administrative Agent or of such Extension and the terms of the Extended Revolving Facility Commitment implemented thereby, (v) no consent of any other Lender or agent thereunder Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Revolving Facility Commitments and based on such documents and information as it all obligations in respect thereof shall deem appropriate at be Obligations of the time, continue to make its own credit decisions in taking or not taking action relevant Loan Parties under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit this Agreement and the other Loan Documents as that are delegated to Administrative Agent secured by the terms thereof, together Collateral on a pari passu basis with such powers as are reasonably incidental thereto; all other Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents and (ivvii) agrees that it will perform in accordance with their terms all no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Facility Commitments beyond the applicable maturity date of the obligations which applicable Commitments that were extended by the terms of the Credit Agreement are required to be performed by such Extended Revolving Facility Commitments unless it as a Lendershall have consented thereto. (di) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender Each Extension shall be as consummated pursuant to procedures set forth below its signature below. (e) For each Incremental Lender in the corresponding Pro Rata Extension Offer; provided that is a Foreign Lender, delivered herewith to the applicable Borrower shall cooperate with the Administrative Agent are such forms, certificates or other evidence prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to United States federal income tax withholding matters as mechanical provisions relating to such Incremental Lender may be required to deliver to Administrative Agent pursuant to subsection 3.01(e) of the Credit AgreementExtension, including, without limitation, timing, rounding and other adjustments.

Incremental Revolving Facility Commitments. At any time and from time to time prior to the Termination Date, the Borrowers may request that the Lenders (or other financial institutions agreed to by the Borrowers) enter into Incremental Revolving Facility Commitments under this paragraph (a). In the event that one or more of the Lenders (or such other financial institutions) Each offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions) and the Borrowers agree as to the amount of such commitments that shall be allocated to the respective Lenders (or financial institutions) making such offers and the fees (if any) to be payable by the Borrowers in connection therewith, such Lenders (or financial institutions) shall become obligated to make Revolving Facility Loans (each, an “Incremental Lender party hereto hereby agrees Revolving Facility Loan”) under this Agreement from time to commit time in an amount equal to provide its the amount of their respective Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms Commitments (and subject to the conditions set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders such financial institutions shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the become “Incremental Revolving Facility Commitments hereby; Lenders” hereunder). The Borrowers, such Lenders (iior financial institutions) each Incremental Revolving Facility Commitment shall be deemed, for all purposes, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to the Incremental Revolving Facility 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 Loan 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 shall enter into an agreement effecting such documents and information as it shall deem appropriate at the time, continue amendments to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this paragraph (each such agreement being herein called an “Incremental Revolving Facility Amendment”), without the consent of any Lender other than the Lenders providing such Incremental Revolving Facility Commitments. Nothing contained in this Agreement shall be construed to obligate any Lender to provide any Incremental Revolving Facility Commitment or to obligate the Borrowers to request an Incremental Revolving Facility Commitment from any Lender. Incremental Revolving Facility Loans will share in the Collateral under the Security Documents and the guarantees under the Guarantee Agreement to the same extent as the Revolving Facility Loans. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Revolving Facility Commitments: (i) the aggregate number of separate requests hereunder to provide Incremental Revolving Facility Commitments shall not exceed five, and the minimum aggregate principal amount of Incremental Revolving Facility Commitments entered into pursuant to any single such request shall be at least equal to $10,000,000; and (ii) the aggregate principal amount of all Incremental Term Loan Commitments, all Incremental Revolving Facility Commitments and all outstanding Series of Incremental Term Loans (including any increase in Term Loans as provided in clause (v) of Section 2.01(b) above) shall not exceed the greater of (a) $125,000,000 and (b) the greatest amount such that, immediately after giving effect to the incurrence of such Incremental Revolving Facility Commitments (and calculated as if all Revolving Facility Commitments and Incremental Term Loan Commitments are delegated fully drawn), the Senior Secured Leverage Ratio shall not be greater than 2.75:1.00 as of the date of incurrence of such Incremental Revolving Facility Commitments; (iii) the Incremental Revolving Facility Commitments and each Incremental Revolving Facility Loan made thereunder shall be made on the same terms as the existing Revolving Facility Commitments and Revolving Facility Loans and shall be documented solely as an increase to Administrative Agent by the Revolving Facility Commitments without any change in terms thereof, together with such powers as are reasonably incidental thereto; and ; (iv) agrees that it will perform in accordance both before and after giving effect to the making of any Incremental Revolving Facility Commitments, the Parent and its Subsidiaries shall have demonstrated compliance on a Pro Forma Basis with their terms all each of the obligations which by financial covenants in Section 6.11; and (v) The Administrative Agent shall notify the terms Lenders promptly upon receipt of the Credit Agreement are required Borrowers’ notice of each request for Incremental Revolving Facility Commitments and in respect thereof (x) the Incremental Revolving Facility Commitments and the Incremental Revolving Facility Lenders and (y) in the case of each notice to be performed by it as a any Revolving Facility Loan Lender. (d) For purposes of the Credit Agreement, the initial notice address of respective interests in such Revolving Facility Loan Lender’s Revolving Facility Loans, in each Incremental Lender shall be as set forth below its signature belowcase subject to the assignments contemplated by this Section 2.01(f). (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (a) Each The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Maturity Date, request that the Incremental Lender party hereto hereby agrees to commit to provide its respective Amount be provided by one or more Incremental Revolving Facility Commitment as set forth on Schedule 1 annexed hereto, on the terms and Lenders (which may include any existing Lender provided that no existing Lender shall be required to provide any Incremental Revolving Facility Commitments) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided that each Incremental Revolving Facility Lender shall be subject to the conditions approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth below. (b) On the Initial Effective Date, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; being requested (which shall be in a minimum amount of $15.0 million and in minimum increments of $5.0 million in excess thereof or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Facility Commitments are to be Revolving Facility Commitments of the same Class as the existing Revolving Facility Commitments or commitments to make revolving loans on a first-in, last-out basis, with pricing terms, final maturity date, upfront or similar fees and/or participation in prepayments different from the other Classes of Revolving Facility Loans (“Other Revolving Loans”). (a) The Borrower and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that (i) such Incremental Revolving Facility Commitments and the Incremental Revolving Loans in respect thereof, if not consisting of Other Revolving Loans and commitments with respect thereto, shall have the same terms as the initial Class of Revolving Facility Loans, except that any commitment, arrangement, upfront or similar fees or funding discount applicable to such Incremental Revolving Facility Commitments and the Incremental Revolving Loans in respect thereof shall be on the terms agreed between the Borrower and the Incremental Revolving Facility Lenders providing such Incremental Revolving Facility Commitments, (ii) the Other Revolving Loans shall have the same guarantees as the other Classes of Revolving Facility Loans and, except as to pricing, final maturity date, participation in prepayments and/or any commitment, arrangement, upfront or similar fees or funding discount, shall have the same terms as the initial Class of Revolving Facility Loans, and (iii) the final maturity date of any Other Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date then in effect. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement in accordance with its terms, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Commitments evidenced thereby, notwithstanding anything to the contrary set forth in Section 10.08. Any such deemed amendment may be memorialized in writing by the Administrative Agent with Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (b) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall be deemedbecome effective under this Section 2.21 unless (i) on the date of such effectiveness, for all purposesboth before and after such effectiveness, a Commitment (x) there is no Default or Event of Default and each loan made thereunder (y) the Borrower shall be deemedin Pro Forma Compliance, for all purposes(ii) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and containing calculations in reasonable detail demonstrating compliance with the requirement contained in preceding subclause (i)(y), a Loan and have the same terms as any existing Loan and (iii) each the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Lender shall become a Lender Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date and such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Revolving Facility Loans and/or Other Revolving Loans in respect to of the Incremental Revolving Facility Commitments and all matters relating theretoare secured by the Collateral ratably with (or, to the extent agreed by the applicable Incremental Revolving Facility Lenders in the applicable Incremental Assumption Agreement, junior to) the existing Revolving Facility Loans. (c) Each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan 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) parties hereto hereby agrees that it will, independently and without reliance upon the Administrative Agent or may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other Lender or agent thereunder and based than Other Revolving Loans), when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on such documents and information as it a pro rata basis. The Borrower agrees that Section 2.16 shall deem appropriate at the time, continue apply to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes any conversion of LIBOR Rate Loans to Base Rate Loans reasonably required by the Administrative Agent to take such action as agent on its behalf and to exercise such powers under effect the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lenderforegoing. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to 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 Administrative Agent pursuant to subsection 3.01(e) of the Credit Agreement.

Incremental Revolving Facility Commitments. (a) Each The Borrower has requested $235,000,000 of Incremental Revolving Facility Commitments and that the date on which such Incremental Revolving Facility Commitments become effective be the Effective Date (as defined below), and each Incremental Revolving Facility Lender party hereto hereby agrees to commit has severally agreed to provide its respective an Incremental Revolving Facility Commitment as in the amount set forth opposite such Incremental Revolving Facility Lender on Schedule 1 annexed Exhibit A hereto, on the terms and subject to the conditions set forth below. (b) On the Initial Effective Date, (i) each this Agreement shall constitute an “Incremental Assumption Agreement” pursuant to section 2.20 of the existing Lenders shall assign to each of the Incremental LendersCredit Agreement, and each of the Incremental Lenders shall purchase from each of the 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 Initial Effective 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 existing Lenders and the Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of the Incremental Revolving Facility Commitments hereby; (iireferred to in Section 2(a) each above shall constitute additional “Revolving Facility Commitments” and any loans made pursuant to such Incremental Revolving Facility Commitment Commitments shall be deemed, for all purposes, a Commitment and each loan made thereunder constitute “Revolving Facility Loans” under the Credit Agreement as set forth in this Section 2. (c) The Incremental Revolving Facility Commitments shall be deemed, for all purposes, a Loan and have the same terms and conditions as any those of the Revolving Facility Commitments existing Loan at the time of the Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit Agreement. (iiid) each Incremental Lender Following the Effective Date, all Revolving Facility Loans shall become a Lender be made in accordance with respect the aggregate Revolving Facility Commitments of the Revolving Facility Lenders after giving effect to the Incremental Revolving Facility Commitments and all matters relating thereto. (ccontemplated hereby. Pursuant to Section 2.20(d) Each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) For purposes of the Credit Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature below. (e) For each Incremental Lender that is a Foreign Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters may take any and all action as such Incremental Lender may be required reasonably necessary to deliver to Administrative Agent pursuant to subsection 3.01(e) ensure that all Revolving Facility Loans, including in respect of the Credit AgreementIncremental Revolving Facility Commitments contemplated hereby, when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis.